Commis sion européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP  MERGER REGISTRY, 1049 Brussel,  BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGIS TRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 27.02.2020  
C(2020 ) 1273 final  
PUBLIC VERSION* 
 
To the notifying p arty 
Dear Sir/Madam,  
Subject : Case M. 9408 – Assa Abloy/Agta Record   
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of C ouncil Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
(1) On 9 January 2020,  the Commission received a notification of a proposed 
concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 (the 
‘Merger Re gulation ’) by which  Assa Abloy AB (publ) (Sweden, ‘Assa Abloy’), 
acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole 
control of the whole of agta record ag (Switzerland, ‘Agta Record’). The 
concentration is accomplished by way of p urchase of shares (the ‘Transaction’).3 
Assa Abloy is hereinafter designated as the ‘Notifying Party’. Assa Abloy and Agta 
Record are hereinafter collectively referred to as the ‘Parties’.  
                                                 
*  Special  handling instructions are given at https://europa.eu/!db43PX.  
1  OJ L 24, 29.1.2004 p. 1.  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 16, 17.1.2020 , p. 47. 
In the published version of this decision, 
some information has been omitted 
pursuant to Artic le 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information omitted has been replaced by 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 d escription.  
 
2 1. THE PARTIES AND THE O PERATION  
(2) Assa Abloy  is a group headquartered i n Stockholm, Sweden , active across a broad 
range of access solutions, including automatic pedestrian doors, automatic 
industrial doors, locks, sensors , as well  as access control systems and related 
components . 
(3) Agta Record  is a group headquartered in Fehral torf, Switzerland, focusing on the 
manufacture, supply and servicing of automatic pedestrian doors , with limited 
activities in industrial  doors.  
(4) Assa Abloy currently owns a non -controlling  38.75% interest in Agta Record .4  
2. THE TRANSACTION  
(5) The Transaction i nvolves the acquisition of sole control by Assa Abloy over Agta 
Record. On 6 March 2019, the Parties entered into a share purchase agreement  for 
the sale and transfer of the controlling 53.75% interest  in Agta Record currently 
owned by Agta Record Finance SAS. After closing, Assa Abloy will own 
approximately 92.5% of Agta Record’s share capital  and voting rights .5 Upon 
completion of the Transaction, Assa Abloy is committed to  launch a public tender 
offer for the remaining outstanding shares in Agta Record.  
(6) The Transaction therefore constitutes a concentration within the meaning of Article 
3(1)(b) of the Merger Regulation.  
3. UNION DIMENSION  
(7) Assa Abloy and Agta Record have a combined aggregate worldwide turnover of 
more than EUR 5 000 million (Assa Abloy: EUR 8 412.7 million, Agta Record: 
EUR 375.4 million). Each of them has a Union -wide turnover in excess of EUR 
250 million (Assa Abloy: [Assa Abloy’s Union -wide turnover ] million, Agta 
Record: EUR [Agta Record’s Union -wide turnover ] million), but they do not 
achieve more than two -thirds of their aggregate Union -wide turnover within one 
and the same Member State. The Transaction therefore has a Union dimension 
pursuant to Article 1(2) of the Merger Regulation.   
4. INTRODUCTION TO THE ENTRANCE AUTOMAT ION INDUSTRY  
(8) As a matter of general introduction, this section summarises the basic features of 
the entrance automation industry and introduces terms and concepts used in the 
remainder of th is decision.  
(9) Entrance automation systems are motorised products used in and around e ntrances, 
which allow the opening and closing of , e.g., doors and gates. These systems equip  
commercial, industrial and residential buildings , as well as other types of public 
spaces.  
                                                 
4  Assa Abloy acquired a non -controlling 37.9% interest in Agta Record in 2010. In 2013, Assa Abloy 
increased its shareholding to the current 38.75% of the share capital and the votes.  
5  The remaining 7.5% shares are free float.  
 
3 4.1. Relevant  entrance automation systems  
(10) For the purpose of assessing the Transaction, two types of  automation systems are 
relevant , namely  automatic pedestrian doors  and industrial doors , as well as  
after-sales services  and spare parts  for each of these door types .6 
4.1.1.  Automatic pedestrian doors  
(11) Automatic pedestrian doors are doors used by pedestrians that open and close 
automatically  after being triggered by a motion sensor, a push plate or an access 
control device. Automatic pedestrian doors may be used for both interior and 
exterior applications.  
(12) Automatic pedestrian door solutio ns may involve the sale of (i) standalone 
operators ; or (ii) complete door sets.  
(13) An o perator  is a mounted device that performs the function of opening and closing 
an automatic pedestrian door. Operators usually consist of : (i) operating control 
components  (e.g. control boards and sensors); (ii) opening and closing hardware 
(e.g. power supply and gear boxes); (iii) a motor; (iv) safety devices and actuators 
(e.g. safety switches and push buttons); and (v) software.  
(14) Original equipment manufacturers (‘OEMs’)  assemble separate parts into operators 
and fit them into aluminium casings. While this assembly process is generally 
manual, cutting aluminium for the casings and the painting and coating requires 
machinery.  
(15) A complete  automatic pedestrian door set genera lly consists of (i) an operator; (ii) 
one or several door leaves; and (iii) a door frame, tracks, carriage wheels, belts (for 
sliding doors) or an arm (for swing doors).  Automatic pedestrian doors may come 
with variations in, e.g., the size, colour and thi ckness of the glass.  
(16) Automatic pedestrian doors  include several door types, mainly swing, sliding and 
revolving doors, but also folding and other types of specialty doors : 
(a) Automatic swing door s (‘swing door s’) open by rotating around an axis.  
Swing doors a re more space efficient than sliding or revolving doors in terms 
of the size of wall/frame space needed, but less energy -efficient. Swing doors 
are more often used as interior doors. Most non -automated doors may be 
converted into an automatic  swing door wi th the installation of an operator 
and an arm. Therefore, many sales of swing doors consist in the sale of the 
                                                 
6  The Transaction gives  rise to minor horizontal overlaps in other entrance automation systems, such 
as traffic gates and barriers, roller shutters, garage doors and entrance control  units . Since the 
Parties ’ activities in these segments are minimal  and cannot give rise to affec ted markets , these will 
not be further assessed  in this decision . In particular, according to the Form CO, Agta Record is not 
active in the manufacturing of traffic gates and barriers but only acts as a distributor of FAAC’s 
traffic gates and barriers in T he Netherlands, where Assa Abloy is not directly active. Likewise, 
Agta Record is not active in the manufacturing of entrance control but only acts as a distributor of 
FAAC’s, Gunnebo’s and Cominfo’s products in The Netherlands and Boon Edam’s products in 
Poland, where Assa Abloy has either de minimis  sales ([ Assa Abloy’s sales ] in The Netherlands) or 
no presence at all (Poland). Agta Record also has very limited production and distribution of roller 
shutters and garage doors in France (only), whereas in Fr ance Assa Abloy makes de minimis  sales 
of third party roller shutters ([ Assa Abloy’s sales ], and of garage doors ([ Assa Abloy’s sales ]). 
 
4 operator and arm only.  There is also an existing overall trend towards greater 
adoption of low -energy swing door operators  as opposed to full -energy 
operators .7 Low-energy swing operators allow the door to open at lower 
speeds than full -energy operators and remain open for at least five second s. 
(b) Automatic sliding door s (‘sliding door s’) open laterally by sliding.  They can 
consist of single or bi -parting openings.  Sliding doors typically include  glass 
leaves  and are primarily  used for the entrance of buildings.  Globally, the 
sliding door  segment  is forecast to grow the fastest between 2016 and 2021, 
as these are the most popular product type and acco unt for the biggest 
proportion of all automatic doors installed.8 
(c) Automatic revolving door s (‘revolving door s’) rotate to let pedestrians in and 
out. Revolving doors usually have two, three or four leaves. These doors are 
the most expensive and complex opt ion, but also the most energy -efficient.  
They are almost exclusively found at the entrance of buildings.  
(d) Automatic folding door s (‘folding door s’) move horizontally and are 
intended for premises with limited space around the door opening.   
(e) Additionally, th ere is a heterogeneous group comprising different types of 
specialty automatic door s display ing certain special properties, such as 
sealing capabilities (hermetic doors), fire resistance (fire doors) or bullet or 
blast resistance (security doors).  
(17) Even tho ugh many of these products may be similar throughout the EEA, there are 
country -specific requirements  in terms of national safety norms and regulation that 
result in  certain product differ ences  across countries . For instance, some countries 
may impose spec ific requirements on doors used in escape routes9 or additional 
certificates or declarations .10 While the most important standard in the EU 
applicable to automatic doors is EN 16005, some countries have defined their own 
national standards.11 
(18) Figure 1 below  illustrates automatic swing, sliding, revolving and hermetic doors.  
                                                 
7  ‘Door Automation Products. Global Report’, IHS Markit Technology, 24 October 2017, page 19.  
8  ‘Door Automation Prod ucts. Global Report’, IHS Markit Technology, 24 October 2017, page 3.  
9  By way of illustration, Germany and Austria require the use of redundant sliding doors (equipped 
with two batteries and two motors), Belgium requires sliding doors with a break -out fu nction and 
France requires sliding doors equipped with a rubber band.  
10  By way of illustration, Hungary requires obtaining the additional certificate NMÉ in order to sell 
automatic doors in the country. In Sweden, some customers require that suppliers are  declared by 
SundaHus or Byggvarubedömningen as non -hazardous in order to qualify for tenders.  
11  By way of illustration, Germany and Austria require that automatic pedestrian doors comply with 
the national standards DIN 18650 and DIN 18263.  
 
5 Figure 1 – Sample of automatic swing, sliding , revolving doors  and hermetic doors  
 
Source: prepared by the Commission . 
4.1.2.  Industrial doors  
(19) Automatic industrial doors  (‘industrial doors’)  are generally designed to facilitate 
the flow of  goods or vehicles in industrial or commercial buildings . They may be 
used for either interior or exterior application s.  
(20) Industrial doors  includ e different types of automatic doors, such as (i) high-speed 
doors ; (ii) overhead sectional doors ; (iii) industrial folding doors ; and (iv) docking 
doors and stations.  
(a) High -speed doors  have a roll -up system with high opening speed and allow  
people and good s to pass through without disrupting the flow.  
(b) Overhead sectional doors  are made of  sections that slide up and disappear up 
under the roof when opened in order to save as much space as possible 
around the door opening.  
(c) Industrial folding doors  move horizo ntally and are intended for premises with 
limited space around the door opening and where the roof space is not 
sufficient to allow for a sectional door.  
(d) Docking doors and stations are designed for  locations with intense traffic 
flow of heavy vehicles. Doc king stations enable loading and unloading from 
trucks and allow for adjusting the loading bay to facilitate loading from truck 
beds of different levels.  
(21) Figure 2 below  illustrates these different types of industria l doors.  
Figure 2 – Sample high-speed, overhead sectional, industrial folding and docking  doors  
 
Source: prepared by the Commission . 

 
6 4.1.3.  After -sales services  
(22) After -sales services  include the maintenance, repair, servicing , overhaul and 
upgrades of automatic doors in operation.  After -sales services involve both regular 
maintenance  (typically performed on the basis of maintenance  contracts12), ad-hoc 
repairs  (also known as one -off transactions, call -outs or service calls) and retro -fits 
or overhaul (whereby the provider supplies additional features to an existing 
installation and/or upgrade it to higher or later specification) .13  
(23) After -sales services can be provided both by the supplier of the door (either the 
OEM or the non -integrated sup plier) or by a third party. They  are undertaken with 
the assistance of service tools and may require  spare parts.  Service tools are 
software -based solutions that can facilitate configuration and troubleshooting.  
Spare parts can be generic or brand specific . Brand specific spare parts typically 
need to be sourced directly or indirectly  from the OEM of the door to be repaired 
or maintained. This is particularly  true for some parts such as the drive motor and 
the electronic control of the operator.  
4.1.4.  Spare parts  
(24) Spare parts include components used when assembling automatic doors or even 
sub-assemblies of such components.  
(25) The majority of the supply of spare parts occurs within the context of the provision 
of after -sales services to replace faulty or depleted part s, although spare parts may 
also be sold to non -integrated suppliers for them to assemble automatic doors.  
(26) There are two types of spare parts: generic spare parts  and brand -specific spare 
parts.  
(a) Generic spare parts can be replaced by any sub -component wit h the same 
function, regardless of brand or certification. These include , e.g., springs, 
rollers, hydraulics, wheels, plastics, belts, cables and metal plates/bends.  
(b) Brand-specific spare parts are specific to products of a specific brand, which 
must be sou rced from the OEM or its dealer network (or from entities that 
resell brand -specific spare parts). Th ese include, e.g., the motor, the drive 
unit or the control board  of the door in question , but also mechanical spare 
parts such as carriages, casings, fram es and profiles, as well as certain pieces 
of electronics such as batteries.14 
                                                 
12  Contracts may include maintenance ranging from one to a few times per year, with additional 
options to also include, e.g ., spare parts, labour and/or a preferred response time . 
13  Form CO, paragraphs 169, 274, 275; minutes of a call with a competitor of 14 August 20 19, 
paragraph 15; minutes of a call with a competitor of 30 October 2019, paragraph 13.  
14  The Notifying Party considers that a distinction can also be made between non -copyable and 
copyable branded spare parts (Form CO, paragraph 315) , but the practical r elevance of that 
distinction is not entirely clear (e.g,, what determines the copyable nature of a branded spare part, 
what is the level of awareness of what is copyable or not, who can actually copy copyable spare 
parts and under what market conditions). For the purpose of its investigation in the present case, the 
Commission has therefore considered branded -spare parts as a single category, without further 
distinctions.  
 
7 4.2. Value and supply chain of automatic pedestrian doors  and industrial doors  
(27) The value chain  of automatic pedestrian doors and industrial doors typically 
consists in the design of s ub-systems, manufacture /procurement of components, 
assembly, sale/wholesale and installation  of operators or complete door sets, and 
after-sales services . 
(28) This value chain may be more or less centralised depending on the company. Some 
companies manufacture , assemble and ship automatic pedestrian doors in /from  the 
same premises, whereas others manufacture in certain premises and ship the 
manufactured products to a different plant for the final assembly and distribution.  
(29) The supply chain  in the entrance autom ation systems industry mainly comprises 
two types of suppliers: OEMs (or ‘integrated suppliers ’) an d independent  
distributors /installers  (or ‘non -integrated suppliers’) .  
(30) OEMs manufacture and supply operators and complete door sets to both end -
customers an d non-integrated suppliers . OEMs also install themselves operators 
and complete door sets at the premises of end -customers and provide after -sales 
services.   
(31) Non-integrated suppliers do not have their own proprietary designs and supply 
chain . They source d oor parts (e.g. operators, door frames  and glass leaves), which 
they then assemble, sell and install  as a complete door set at the premises of end -
customer s. Operators sold to non -integrated suppliers generally carr y the brand of 
the manufacturing OEM.15 
(32) On the demand side , there are several types of end -customers of entrance 
automation systems, such as small and medium -sized business owners, key account 
customers, building contractors, façade companies or facility management 
companies.   
(33) End-customers may be long to different end -user groups, such as healthcare (e.g. 
hospitals and elderly care), retail (e.g. , clothes stores, pharmacies or supermarkets), 
private sector (e.g. , office buildings and banks), public sector (e.g. , universities, 
libraries and governme ntal buildings), hospitality (e.g. , hotels) or transport (e.g. , 
airports).  
(34) OEMs and non -integrated suppliers also sell operators and complete door sets to 
customers who are not the end -users (intermediary customers). These intermediary 
customers tend to be  responsible for the construction or refurbishment of a building 
on behalf of an end -user (e.g., contractors or  façade companies ). 
4.3. Procurement process  
(35) The procurement  process might vary depending on whether the end -customer is a 
public or a private entity.  Public entities often organise tenders according to public 
procurement rules, whereas private entities may organise regular tenders or simply 
request quotes from different suppliers. Certain large/key customers also enter into  
                                                 
15  Questionnaire 1 to competitors, question 14.10; Questionnaire 3 to non -integrated s uppliers, 
question 21.  
 
8 framework agreements with su ppliers , whereas smaller customer s rather  resort to 
one-off sales to source a single (or a few) door(s).16 
(36) Architects are not customers but have an important role in the competitive  process, 
particularly in sales to contractors and façade companies. Archite cts may influence 
the choice of automatic doors used in a particular building project by, e.g., 
specify ing certain dimensions for a door opening that suits a certain supplier better 
than other potential suppliers.17 For this reason, m any OEMs market their p roducts 
to architects with the objective of inducing  them to include , in the specifications of 
a building , technical requirements or references to a particular supplier’s product, 
or to mention a particular brand or simply dimension  door opening s in a way that 
suits them  better than other potential OEMs . 
(37) The importance of architects in the procurement process was echoed by 
respondents to the market investigation and also mentioned by Assa Abloy in 
recent earning calls with investors , as follows:  ‘[f]or new projects, bigger projects, 
we have a large specification team working together with architects, working 
together with contractors, making sure that the spec in the right solution, an ASSA 
ABLOY solution in their projects. Once it’s spec -ed in, then it’s al so much easier 
afterwards to sell your products and your solutions ’.18 The market feedback is 
consistent on this point. A majority of respondents who expressed an opinion 
consider that architects play either an ‘important ’ or a ‘very important ’ role.19 A 
competing OEM expressed that planners and architects usually specify a brand and 
that their influence is very high.20 
4.4. Other products vertically or closely related to entrance automation systems  
(38) Access control systems and components, lock ing devices  and sensors  are products 
that are closely related to entrance automation systems.  
4.4.1.  Access control systems  
(39) Access control systems manage the access credentials into and/or within buildings 
and enable communication between access control components (e.g., cards and 
card readers).  
4.4.2.  Locks  
(40) Locks secure access to doors of , e.g., buildings, vehicles, furniture or cabinets. A 
traditional lock may be either mechanical (where all parts of the system are 
mechanical) or electromechanical (where are least one part is electronic).  
(41) Mechanical locks typically consist of cylinders, lock cases and a strike plate. 
Mechanical locks are either single -point locks or multi -point locks (which have 
more than one locking point typically activated by a cylinder). The cylinder is 
                                                 
16  Form CO, paragraphs  242 and 244.  
17  Form CO, paragraph 246.  
18  ASSA ABLOY AB (publ) – Analyst Investor Day, slide 6.  
19  Questionnaire 1 to competitors, question 38.  
20  Questionnaire 1 to competitors, questions 32.1 and 33.1.  
 
9 fitted into a lock  case (a metal case around the actual lock cylinder) which is placed 
in the door or on the side of the door with the strike plate.  
(42) Electromechanical locks operate by means of electric current.  
4.4.3.  Electric strikes  
(43) Electric strikes are electromechanical lockin g devices, activated by an electric 
current and releasing the latch bolt of the lock case by electrically retracting a small 
ramped surface (‘strike’). This allows for opening of the door with a lock in a 
closed position (without operating the lock itself) . The strike subsequently returns 
to its original position, relocking the door when closed.  
4.4.4.  Sensors  
(44) Sensors are devices that detect the presence of pedestrian s and vehicles and 
consequently order the door to open automatically. Sensors can work for one or 
multiple types of automatic doors.  Sensors can also be used for elevators and 
escalators.  
4.5. Introduction to the Parties’ activities  
4.5.1.  Overlapping activities of the Parties  
(45) The Parties are both OEMs  of automatic doors , including automatic pedestrian 
doors (swin g, sliding and revolving) and industrial doors  (including  high-speed 
doors) . The Parties have a fully integrated  supply chain ranging from the design of 
operators to the on -site installation of complete door sets  (including operators, door 
leaves and other  components) , and the provision of after -sales services .  
(46) Both companies sell directly  to end -customers (e.g., building contractors, façade 
companies, retail chains or hospitals), but also to non-integrated suppliers .  
(47) In the EEA, Assa Abloy sells automati c pedestrian doors to end -customers under 
the Assa Abloy ( formerly, until 2018,  Besam) brand and to non -integrated 
suppliers under the Entrematic and Ditec brands.21 Agta Record sells swing and 
sliding doors under the record brand, and revolving doors under  the BLASI 
brand.22 In addition, it sells hermetic doors under the KOS brand. In the supply of 
industrial doors, Assa Abloy uses the brand Assa Abloy, as well as various local 
brands, for sales to end -customers and brands such as Dynaco, Ditec, Nergeco and 
Normstahl , combined with Entrematic , for sales to non -integrated suppliers.23 Agta 
Record supplies limited volumes of industrial doors under the record brand.24 
(48) Both A ssa Abloy and Agta Record  provide after -sales services  (which may 
comprise the maintenance,  repair  or upgrade of automatic doors), an activity that 
contributes a sizeable share of their overall revenues and profits ([Assa Abloy’s 
                                                 
21  Form CO, paragraph 134.  
22  Form CO, paragraph 156. In France, Agta Record also sells swing and sliding doors to non -
integrated suppliers under the Vercor brand.  
23  Form CO, paragraph 1653.  
24  Form CO, paragraph 1662.  
 
10 sales ]).25 In addition to offering after -sales services themselves , the Parties also 
supply  spare parts required  to pr ovide after -sales services  on their doors  to third -
party service providers .26 
4.5.2.  Non-overlapping  activities of the Parties  
(49) In addition to its activities related to automatic doors , Assa Abloy  provides access 
control systems, locking devices  and sensors.  
(50) With regard to access control systems,27 Assa Abloy manufactures and sells both 
access control systems (software)  and access control  components (hardware) . The 
Notifying Party submits that ‘[t]hrough its Global Technologies division, Assa 
Abloy manufactures and sells components to identity solutions and electronic 
access control systems (such as electronic systems to open doors and gates with 
identity cards, pin  codes and card readers) ’28, while ‘ASSA ABLOY Opening 
Solutions EMEA provides both electronic access co ntrol systems (via Aptus, 
Accentra, Abloy OS, Scala, SMARTair and Seawing) and electronic access control 
system components (via e.g. its wholesaler business) ’.29 Agta Record does not 
manufacture acces s control systems or components; at  customers’ requests, it 
occasionally sources from third parties electronic access control components to 
operate its automatic doors.30  
(51) With regard to locking devices, Assa Abloy  manufactures and sells  locks  via its  
division ASSA ABLOY Opening Solutions.31 Assa Abloy’s lock bran ds include 
ABLOY, ASSA ABLOY, IKON, Mul -T-Lock, TESA, UNION, Yale and 
Vachette.  Agta Record is not active in the manufacturing of locks.32 At customers’ 
requests, it occasionally sources from third parties and resells locks as integrated 
part of its automat ic doors . 
(52) Assa Abloy manufactures electric strikes through ASSA ABLOY 
Sicherheitstechnik GmbH (Germany) and ASSA ABLOY Czech & Slovakia s.r.o. 
(Czechia).33 These electric strikes are sold in the EEA through the Opening 
Solutions EMEA division, predominantly  under effeff and FAB brands. Agta 
Record is not active in the manufacturing of electric  strikes .34 In rare cases an 
electric strike is delivered as part of a door system, Agta Record sources it from a 
third party.  
(53) Finally, with regard to sensors, Assa Ablo y’s subsidiary Cedes manufactures and 
supplies sensors to, amongst other s, OEMs of automatic doors (including  Agta 
                                                 
25  Agta R ecord only provides after -sales services for industrial doors in France.  
26  However, the Parties do not manufacture generic spar e par ts for automatic pedestrian doors and are 
only involved to a limited extent in the supply of generic spare parts.  
27  Form CO, Section D.5.2.  
28  Form CO, Section D.5.2.1., paragraph 2132.  
29  Form CO, Section D.5.2.1., paragraphs 2132 and 2135.  
30  Form CO, Section D.5.2.2., paragraph 2138.  
31  Form CO, Section D.1.2.1., paragraph 1995.  
32  Form CO, Section D.1.2.2., paragraph 2000.  
33  Reply  of the Notifying Party to question 1 of the request for info rmation 14, 11 February 2020 and 
reply of the Notifying Party to question 1 of the request for information 1 5, 21 February 2020 . 
34  Reply of the Notifying Party to question 1 of the request for information 1 5, 21 February 2020 . 
 
11 Record).35 In contrast, Agta Record does not se ll sensors to third parties;  it 
manufactures sensors based on a closed interface for exclusive use in some of its 
own automatic door models.  
4.6. Entrance automation systems OEMs  and non-integrated suppliers  in the EEA  
(54) Entrance automation systems OEMs active in the EEA  have different geographical 
footprints. Some OEMs are present EEA -wide , whereas other s have activities only  
in certain Member States. The Parties offer the products and services described in 
Section 4.5 above across the EEA, while their competitors may only offer a range 
of products or be active only in parts of  the EEA . Non -integrated s uppliers are for 
the most part  active only  at national or local level.36  
(55) In addition to the Parties, s ome of the main industry players  are listed below:  
(a) For automatic pedestrian doors , the main OEM suppliers include Dormakaba  
International Holding GmbH (‘Dormakaba’) , Geze GmbH (‘Geze’), Gretsch -
Unitas GmbH  (‘GU Automatic ’), Landert  Group AG  (‘Tormax ’), FAAC  
S.p.A. (‘FAAC’) , Gilgen  Door Systems AG (‘Gilgen’) , Royal Boon Edam  
International B.V. (‘Boon Edam’) , Portalp  SAS (‘Portalp’) , Label  S.p.A. 
(‘Label’)  and Manusa  Gest, S.L. (‘Manusa’) .  
(b) For industrial doors, the main OEM suppliers include Hörmann KG 
Verkaufsgesellschaft (‘Hörmann’), EFAFLEX Tor - und Sicherheitssysteme 
GmbH & Co. KG (‘Efaflex’), Ba2i Technologies  SAS (‘B a2i’) , Manu région  
SARL (‘Manurégion’) , Safir  SAS (‘Safir ’), Portalp and Novoferm  GmbH 
(‘Novoferm’) . 
(c) For after -sales services , important  providers include Dormakaba, Geze, GU 
Automatic, Gilgen, Kone, Boon Edam, Tormax, Portalp, Thyssenkrupp, 
FAAC , as well as facility management companies.  
(d) For access control systems  and components , the main suppl iers include 
Allegion, Dormakaba, Ikor, Hana, Season, Cominfo, Digitalist Finland, 
Westcomp, Victorsson Industrier and OEM Electronics . 
(e) For lo cks, suppliers include Bricard, Dormakaba, Marques, Carl Fuhr, DOM -
MCM, Ezcurra, Mottura Serrature di Sicurezza, jasa, Abson Industry or 
Carlisle Brass/Eurospec.  
(f) For sensors , suppliers include BEA, Bircher Reglomat, Carlo Gavazzi, 
FRABA, Witt, Optex, Pepperl  + Fuchs,  SICK,  Telco  and Horton.  
                                                 
35  Form CO, Section D.2.1., paragraph 2048 and Section D.2.2.1., paragraphs 2051 and following.  
36  By way of illustration, some of these non -integrated suppliers are Wartecker and Fiegl & 
Spielberger  (in Austria), P.D.S. I nstallatiebedrijf ( in Belgium), Nordisk Doer Automatik and 
Scandisolution (in Denmark), Axed, AF Maintenance, Citec and Lacroix (in France), Alois Jakob 
Metall am Bau GmbH , Burmann and Stahl - und Metallbau Schönhut  (in Germany), Alvista, 
Chameo and Coenen Automatische Deuren  (in the Netherlands), Alumatik d.o.o. (in Slovenia), 
Advanced Entrance Technology and Automatic Door Systems (in Sweden) and Automatic Access 
Limited and The Automatic Door Company (in the United Kingdom).  
 
12 5. MARKET DEFINITION  
(56) The main products relevant to the merger control assessment of the Transaction  are 
automatic pedestrian doors, industrial doors, after -sales services, spare parts,  access 
control systems  and components , locking devices , and sensors . 
(57) The supply of  automatic pedestrian doors and industrial doors is characterized  by 
similar features , which are described in Section 5.1 below.  In turn, Sections 5.2 and 
5.3 include a specific analysis of the supply of  automatic pedestrian doors  and 
industrial doors, respectively.  The subsequent sections discuss after -sales services, 
spare parts, access control  systems and components , locking devices  and sensors.  
5.1. General consider ations on the market definition  of automatic pedestrian doors 
and industrial doors  
5.1.1.  Sales channels  
5.1.1.1.  Notifying Party’s arguments  
(58) The Notifying Party submits that two separate and vertically related product 
markets should be defined  within automatic pedestrian  doors and industrial doors , 
depending on whether the supplier install s the door at the premises of the end -
customer , namely (i) an upstream market  for automatic door components  sold by 
OEMs to non -integrated suppliers (only), which is referred to as the ‘ indirect 
channel’ and  where installation is not included ; and (ii) a downstream market for 
automatic door solutions  sold to end -customers (only)  by OEMs and non -integrated 
suppliers,  which is referred to as the ‘direct channel’ and  where installation is 
included .37  Figure  3 below provides an overview of the Notifying Party’s 
proposed segmentation . 
 Figure 3 – Notifying Party’s proposed segmentation between  an upstream and a 
 downstream market  
 
(59) In this regard, the Notifying Party submits that the upstream market  (also referred 
to as the ‘ indirect channel’ ) would consist in the supply of operators (and of 
complete door sets to a limited  extent) by OEMs to non -integrated suppliers for 
resale and  installation. In turn, the downstream market  (also referred to as the 
‘direct channel ’) would comprise the supply to end -customers of complete 
automatic door sets and operators for  the automation of existing door s, by both 
OEMs and non -integrated supplier s. According to the Notifying Party, downstream 
                                                 
37  Form CO, Sections B. 2.2.1.1. and C.2.1.2.1.   

 
13 sales would usually include the installation and configuration of the automatic 
doors, as well as other on -site services.38  
(60) The Notifying Party  explains that indirect sales eventually translate in to direct 
sales, as non -integrated suppliers supply end -customers with operators combined 
with door leaves and frames , in competition with the OEMs from which they 
procured the operators in the first place.  
(61) The Notifying Party considers that the  proposed segmentation is justified by 
differences in customer demand: in the direct channel  a number of on -site services 
are supplied together with the automatic doors (e.g. taking exact measurements, 
discussing the specifications of the door), whereas in the indirect channel  
customers allegedly  buy the products in bulk and order them  for stock ing purposes 
and eventually resale . In addition , the Notifying Party considers that supply side 
substitutability is limited across the two segments , as OEMs supplying end -
customers downstr eam need a local presence , whereas  non-integrated suppliers 
would need to develop their own automatic door operators (i.e., become OEMs)  in 
order to enter the upstream segment .39 
5.1.1.2.  Commission’s assessment  
(62) In Assa Abloy/Cardo , which related to a concentration between two OEM suppliers 
of industrial  doors and related after -sales services ,40 the Commission did not retain 
a distinction between an upstream and a downstream market , and the parties did 
not submit that it would be appropriate to do so at the time . In this precedent  dating 
from 2011 , while leaving the precise market definition open,  the Commission 
based instead its competitive assessment on an overall market for industrial doors 
(and each of the different industrial doors types).  
(63) When it cleare d Assa Abl oy’s acquisition of a non -controlling minority interest in 
Agta Record  back in 2010 , the United Kingdom’s Office of Fair Trading (‘OFT’)  
distinguish ed between the sale of operators, on the one hand, and the sale of 
complete automatic pedestrian door sets, on the other  hand .41 The OFT did not 
distinguish between an upstream and a downstream  market , but merely  indicated 
that operators (i.e, ‘automatic door automation systems ’) and complete door sets  
(i.e., ‘complete automatic pedestrian door sets ’) ‘are sold i n the UK through 
different sales channels to end users’ .42  
(64) In the present case, c ontrary to the Notifying Party’s arguments, the Commission 
takes the view that examining competition at OEM -level (i.e. , sales by OEMs -only 
to both end -customers and non -integ rated suppliers , thus combining OEM sales in 
the direct and indirect channels ) is a more appropriate analytical framework  to 
assess the impact of the Transaction on competition , for a number of reasons 
                                                 
38  Revolving doors are generally sold as complete door sets in the direct channel and only very rarely 
as stand -alone operators in the indirect channel as the production process is integrated to a higher 
degree than for other door types.  
39  Form CO, paragra ph 331.  
40  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo . 
41  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraphs 12 -24. 
42  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Rec ord, paragraph 10.  
 
14 spelled out below .  Figure  4 below provides an overview of the Commission’s 
approach for the assessment of the Transaction.  
 Figure 4 – Commission’s retained approach for the assessment of the Transaction  
 
(65) At the outset, the Commission notes that the Transaction involves the combination 
of, and the resulting loss in competition between, two fully integrated OEMs 
supplying both end -customers and non -integrated suppliers with the same products 
by means of a dual distribution structure. However, the Notifying Party’s approach 
does not capture accurately the extent of the loss of competition between the 
Parties as two of the main OEMs active EEA -wide in the supply of automatic 
doors. In particular, the proposed definition of a downstream market enc ompassing 
sales to end -customers by both OEMs and non -integrated suppliers has the 
consequence of artificially diluting the extent of the Parties’ actual market position, 
which cannot be reflected either by assessing the proposed upstream market in 
isolati on. The results of the market investigation support the appropriateness of the 
Commission’s assessment  framework . 
(66) First of all, a  vast majority of competing OEMs and non -integrated suppliers who 
expressed an opinion on this point  do not consider that there  are material technical 
differences between the automatic doors, including operators or complete door sets, 
supplied to end -customers, on the one hand, and to non -integrated suppliers, on the 
other hand.43 Hence, there is a very high degree of substitutabil ity between the 
products marketed to end -customers and to non -integrated suppliers.  
(67) Secondly , a vast majority of respondents to the market investigation have indicated 
that non -integrated suppliers also source  door leaves and complete door sets from 
OEMs , i.e., not only standalone operators .44 Moreo ver, a  significant number of 
respondents  submitted that, contrary to the Notifying Party’s argument, non-
integrated suppliers also source products from OEMs on a project/on -demand 
basis , like end -customers do,  and not only or even primarily for stocking and resale 
purposes.45 In this regard, a competitor submitted that ‘[t]he automatic door 
business is ma inly project driven and specifications are strictly related to all the 
different openings present in each projec t (dimensions, type of flow, etc.)’ .46 
Conversely, as the Parties acknowledge, end -customers also procure operators 
                                                 
43  Questionnaire 1 to competitors, question 14.7; and Questionnaire 3 to non -integrated suppliers, 
question 19.  
44  Questionnaire 1 to competitors, question 14.5; and Questionnaire 3 to non -integrated suppliers, 
question 14.  
45  Questionna ire 1 to competitors, question 14.6; and Questionnaire 3 to non -integrated suppliers, 
question 18.  
46  Questionnaire 1 to competitors, question 14.6.1.  

 
15 only, such as  swing operators to automate existing doors.47 Moreover, revolving 
doors are generally sold as complete door sets irrespective of  the sales channel ,48 
and then primarily in the direct channel.  These elements further reinforce the 
substitutability across sale channels, which extends to procurement patterns.  
(68) Thirdly, non-integrated suppliers are inherently dependent on OEMs for the co re – 
if not the whole – of the automatic door products that they supply. Moreover, 
according to a vast majority of competi ng OEMs  and non -integrated suppliers , the 
brand of originating OEMs is generally affixed on the operators and the complete 
door sets procured by non-integrated suppliers for resale and installation .49 As a 
result, from the end -customer perspective, the products supplied by non -integrated 
suppliers clearly originate from and remain affiliated with OEMs, with potential 
consequences in terms  of customer loyalty and cross -selling/sourcing, notably for 
after-sales services.50  
(69) Fourthly, t he market investigation has revealed that vertical integration gives 
OEMs a significant cost advantage compared to non -integrated suppliers. This is 
particularl y apparent from the outcome of an analysis of the realised prices of Agta 
Record’s best -selling products to non -integrated suppliers in each of the United 
Kingdom, Germany and France, compared to the internal prices charged within 
Agta Record for the same products for supply in the same countries.51 That analysis 
revealed differences of up to [information about Agta Record’s margins and cost 
structure ] to the benefit of Agta Record’s own local operations . Hence, this 
constitutes strong evidence that non -integrated suppliers are not able to exercise the 
same level of competitive constraints on OEMs than OEMs among themselves , 
notably as basic local operational costs (e.g., labour, operating assets) are largely 
equivalent irrespective of the supplier category .  
(70) Fifthly , as explained in section 5.1.2, the outcome of the market investigation 
reveals that a core segment of demand, namely large end -customers and large 
projects, tend to favour direct procurement from OEMs rather than from non -
integrated suppliers.52 A majority of end -customers that expressed an opinion in 
response to the market investigation also indicated that they source predominantly 
from OEMs.53 Generally , end -customers associate OEMs with specific preferences, 
including prices and technical experti se, which differ from the features associated 
with sourcing from non -integrated suppliers.54  
                                                 
47  Form CO, paragraph 124.  
48  Idem.  
49  Questionnaire 3 to non -integrated suppliers, question 21. Sometim es, the non -integrated suppliers 
also add their own visual identity on the products in question (see Questionnaire 3 to non -integrated 
suppliers, question 21.2).  
50  A vast majority of end -customers indicate in response to the market investigation that it is frequent 
or very common for them to contact the OEM of their automatic pedestrian doors when requiring 
after-sales services to be performed on the doors in question (see Questionnaire 2 to end -customers, 
question  57). 
51  Reply of Agta Record  to a reques t for information  7, 13 December 2019, question 7 and Annex 7.5 . 
52  Questionnaire 1 to competitors, question 41; Questionnaire 2 to end -customers, questions 39 -39; 
Questionnaire 3 to non -integrated suppliers, question 51.  
53  Questionnaire 2 to end -customer s, question 14.2.  
54  Questionnaire 1 to competitors, question 42; Questionnaire 2 to end -customers, question 40; 
Questionnaire 3 to non -integrated suppliers, question 52.  
 
16 (71) At the end, the direct and indirect channels constitute two alternative ways for 
OEMs such as the Parties to satisfy the demand of end -customers, and to maximise 
sales and output. The service component of direct sales is also inherent to dealings 
with end -customers, as in many industries. Hence, in the present case  and in light 
of all available evidence , the Commission considers that  it is not appropriate to 
conside r separately  hypothetical upstream and downstream markets within the 
supply of automatic pedestrian door s and of industrial doors , as advocated by the 
Notifying Party . The Commission will therefore conduct its competitive 
assessment based on an OEM -level a pproach, which includes sales by OEMs -only 
to both end -customers and non -integrated suppliers.  In turn, the Commission will 
factor in its assessment the existence of different sale channels  and the level of 
competitive constraints that non -integrated suppl iers may  still exercise on OEMs 
for sales to end -customers .  
5.1.2.  Segmentation by type s of supplier  and customer group  
5.1.2.1.  Notifying Party’s arguments  
(72) The Notifying Party submits that it would not be appropriate to further segment the 
market according to the type o f supplier (between OEMs and non -integrated 
suppliers) or customer group (between smaller and larger customers).55 
5.1.2.2.  Commission’s assessment  
(73) Section 5.1.1. explained that it was appropriate in the present case to define 
relevant markets at OEM level, i.e., as  encompassing OEM sales to both non -
integrated suppliers and end -customers. A different, though related, question 
pertains to whether it is appropriate to segment relevant product markets according 
to certain customer groups.  
(74) In Assa Abloy/Agta Record , the OFT noted that ‘large customers’ requirements 
(such as nationwide coverage) may preclude local independents from supplying 
them because large national buyers prefer […] complete automatic door sets from 
established manufacturers’  and that ‘[b]id data [ha d] revealed that larger 
customers had switched mostly to competing integrated manufacturers’ .56 The OFT 
did not ultimately retain a segmentation by customer group in view of bid data 
supplied by Assa Abloy, which would have showed that it had bid for a sign ificant 
number of smaller contracts.57 
(75) In the present case, a majority of competitors and non -integrated suppliers 
submitted that certain final customers (such as large customers operating multiple 
sites) are more likely to procure automatic doors from OEMs  rather than from non -
integrated suppliers.58 A number of respondents indicated that this would be in 
particular the case for categories of customers such as, among others, 
                                                 
55  Form CO, paragraph 332.  
56  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraph 26.  
57  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraph 30.  
58  Questionnaire 1 to competitors, question 40; and Questionnaire 3 to non -integrated suppliers, 
question 50.  
 
17 supermarkets, large distribution and Horeca chains, airports, hospitals, facility 
management companies or key account customers.59  
(76) Moreover, a majority of competitors and non -integrated suppliers submitted that 
for large projects, final customers are more likely to source automatic doors from 
OEMs rather than from non -integrated suppliers .60 While responses on this point 
were mixed among customers, some indicated that ‘for large projects it is 
important to source via OEMs in order to have one responsible supplier for the 
whole project. If doors are installed at various sites within a certai n period of time 
based on one sourcing project it is a large project’ .61 
(77) A number of competitors also submitted that f inal customers typically ascribe value 
to procuring automatic pedestrian doors from OEMs rather than from non -
integrated suppliers given th eir ‘direct contact […] on technical problems and 
warranty ’, their ‘better price and service ’ or them being a ‘[s]ingle source of 
supply, consistency of product, reduction in future maintenance/service 
requirements ’.62 
(78) The Parties’ internal document s furthe r reflect the importance  that they ascribe to 
large customers and large projects. Some of the Parties’ ordinary course of business 
documents indicate that Agta Record ‘[Agta Record’s sales policy and strategy ]’63, 
while Assa Abloy has ‘[Assa Abloy’s sales p olicy and strategy ]’64. 
(79) However, for the purpose of carrying out a meaningful competitive assessment in 
the present case, it appears neither feasible nor warranted to define separate 
markets for ‘large customers ’ and/or ‘large projects ’ given the inherent 
heterogeneity of these categories. Moreover, the Parties have submitted anecdotal 
evidence that OEMs do also compete for ‘small ’ customers and ‘small ’ projects.65 
Thus, the Commission considers appropriate in this case to exclude the definition 
of separate m arkets per customer group and to take customer preferences into 
account, inasmuch as they can be reasonably approximated based on the outcome 
of the market investigation, in the competitive assessment, notably to assess 
competitive constraints.  
(80) At the end , the above  findings confirm  that non -integrated suppliers do not exercise 
competitive constraints on OEMs to the same extent as other OEMs, especially for 
the sizeable share of demand accounted for by large customers and large projects . 
This strongly indi cates that there is closer competition among st OEMs  even for 
sales to end -customers , as further developed in Section 7.2.2.3  below.  
(81) For the purpose of the decision and in light of all information available to it, the 
Commission therefore considers that while a segmentation by end-customer type  is 
                                                 
59  Questionnaire 1  to competitors, question 40; and Questionnaire 3 to non -integrated suppliers, 
question 50.  
60  Questionnaire 1 to competitors, question 41; and Questionnaire 3 to non -integrated suppliers, 
question 51.  
61  Questionnaire 2 to end -customers, question 39.1.  
62  Questionnaire 1 to competitors, question 42.  
63  Form CO, AA13, slide 4.  
64  Form CO, AA15, slide 36.  
65  Form CO, paragraphs 368 to 371.  
 
18 neither feasible nor warranted,  the sale of automatic doors to end -customers  is 
differentiated inasmuch  OEMs appear  better placed  to address a significant 
segment  of demand than non-integrated suppliers . Hence, since  the Parties are both 
OEMs  and while the differentiation is by nature not absolute , the competitive 
assessment will consider sales by  OEMs to end -customers , as a relevant metric s. 
OEM sales to non -integrated suppliers, separat ely from sales to end -customers, 
constitute assuredly another relevant metric for the competitive assessment in view 
of the common and identifiable characteristics of that other segment of demand.  
5.1.3.  Segmentation by end -user segment  
5.1.3.1.  Notifying Party’s argumen ts 
(82) The Notifying Party submits that it would not be appropriate to  further segment the 
market according to end -customer segments (into, e.g., the healthcare, hospitality, 
private sector, public sector, retail and transport segments) , given that (i) operato rs 
are the same and are not better suited for some end -user segments; (ii) the same 
company may supply projects irrespective of the end -user segment; (iii) the Parties 
do not have separate sales and installation processes per end -user segment; and (iv) 
the Parties often do not sell directly to end -user segments, but to intermediate 
customers (such as building contractors or façade companies) .66 
5.1.3.2.  Commission’s assessment  
(83) A majority of respondents expressing an opinion on this point in the market 
investigation s ubmitted that it is not necessary to consider further segmentations 
based on the specific requirements of different user groups (e.g., residential, 
corporate, retail, hospitals, hotels and restaurants).67 However, some respondents 
indicated that the healthc are sector may have different technical needs for some 
applications, such as ‘e.g. doors for operating rooms’ .68 
(84) In light of the Notifying Party’s arguments and the results of the market 
investigation, the Commission takes the view that the Parties’ automat ic doors do 
not generally appear to address the needs of distinct end -user segments. As regards 
the need of automatic doors for operating rooms by the healthcare sector, the 
Commission notes that this distinct demand is captured by defining a separate 
product market for hermetic and semi -hermetic doors in Section 5.2.1  below.  
(85) For the purpose of the decision and in light of all information available to it, the 
Commission considers that it is not necessary to further segment the p roduct 
markets for automatic pedestrian doors and industrial doors according to end -
customer segments.  
                                                 
66  Form CO, paragraphs 416 and 417.  
67  Questionnaire 1 to competitors, question 9; Questionnaire 2 to end -customers, que stion 9; and 
Questionnaire 3 to non -integrated suppliers, question 9.  
68  Questionnaire 3 to non -integrated suppliers, question 9.1.  
 
19 5.2. Automatic pedestrian doors  
5.2.1.  Product market definition  
5.2.1.1.  Notifying Party’s arguments  
(86) The Notifying Party submits  that there are separate relevant markets for  each of 
swing, sliding and revolving doors.69 This is because substitutability on the demand 
and supply side is limited in practice by the design of the doorway, applications, 
energy efficiency requirements and price levels.70 
(87) The Notifying Party submits that each of the three automatic pedestrian door 
segments (i.e. swing, sliding and revolving) should not be further segmented 
between (i) variants of doors (e.g. differing in colour, size, type of glass, power of 
the motor, etc.)71; (ii) fire doors72; or (iii) hermetic doors73.  
(88) The Notifying Party proposes to leave open the exact product market definition of 
automatic pedestrian folding doors, given the small size of the segment and the 
lack of a substantial horizontal overlap between the Parties.74 
5.2.1.2.  Commission’s  assessment  
(89) The Commission has not previously assessed the product market definition of 
automatic pedestrian doors. In its Assa Abloy/Agta Record  decision , the OFT took 
account of indications that there would be separate markets for each of swing, 
sliding and revolving doors.75 In Assa Abloy/Cardo , the Commission noted that the 
market investigation had largely confirmed a distinction between automatic 
pedestrian doors and industrial doors.76 
(90) A majority of respondents having expressed an opinion on this point in the market 
investigation submitted that automatic pedestrian doors constitute a product market 
separate from industrial doors  due to limited substitutability for customers in terms 
of, e.g., product characteristics and prices .77  
(91) Moreover, a majority of competitors and end -customers submitted that , from a 
demand -side perspective,  each of swing, sliding and revolving doors constitute 
separate product markets  due to limited substitutability for customers in terms of 
product characteristics and prices .78 In this regard, a competitor pointed out that the 
choice between these types of doors ‘is basically due to the lateral space that you 
                                                 
69  Form CO, paragraph 384.  
70  Form CO, paragraphs 387 to 392.  
71  Form CO, paragraphs 393 to 397.  
72  Form CO, paragraphs 405 to 407.  
73  Form CO, paragraphs 398 to 404.  
74  Form CO, paragraph 408 to 411.  
75  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record,  paragraph  24. 
76  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragrap h 11.  
77  Questionnaire 1 to competitors, question 6; Questionnaire 2 to end -customers, question 7; and 
Questionnaire 3 to non -integrated suppliers, question 6.  
78  Questionnaire 1 to competitors, question 7; and Questionnaire 2 to end -customers, question 8.  
 
20 have to accom[m]odate the leaf when the automatic door opens’ .79 While a 
majority of non -integrated suppliers  submitted that th ere could be some 
substitutability between swing, sliding and revolving doors from a demand -side 
perspective80, a vast majority of them – together with a majority of competitors – 
submitted that the assembly of the  various types of automatic pedestrian door s 
entail significantly different technical features and costs.81 In this regard, some 
competitors and non -integrated suppliers indicated that, from a supply -side 
perspective, these three types of automatic pedestrian doors rely on ‘[d]ifferent 
operators, di fferent mechanism [and]  different motors’ .82  
(92) A majority of competitors and non -integrated suppliers submitted that it is not 
appropriate to further segment the swing, sliding and revolving door markets based 
on different product variants, such as the numbe r of leaves, materials or size.83 
Similarly, a majority of respondents submitted that it is not appropriate to further 
segment the swing, sliding and revolving door markets based on whether they are 
equipped with low - or full -energy operators.84 
(93) The Commissi on moreover notes that hermetic and semi -hermetic doors offer 
sealing capabilities and are typically used in operating theatres and other areas 
requiring an air -tight environment without bacteria and dust flow (such as in the 
pharmaceutical and the food in dustry). Hermetic doors are certified under one of 
the air permeability standards EN12207 and, more exceptionally, ANSI/UL 1784, 
whereas semi -hermetic doors offer some sealing capabilities without being 
certified. From a demand -side perspective, a  majority  of respondents to the market 
investigation submitted that (i) hermetic and semi -hermetic doors would constitute 
a market separate from other types of automatic pedestrian doors  due to limited 
substitutability for customers in terms of, e.g., product chara cteristics and prices ;85 
and (ii) hermetic and semi -hermetic automatic doors would not be mutually 
interchangeable  for the same or comparable situations .86 From a supply -side 
perspective, a majority of competitors and non -integrated suppliers submitted that 
the production or assembly of hermetic and semi -hermetic doors entail 
significantly different technical features and costs .87 Similarly, a vast majority of 
respondents submitted  that automatic fire doors constitute a separate product 
market due to a limited  demand -side substitutability.88  
                                                 
79  Questionnaire 1 to competitors, question 7.1.  
80  Questionnaire 3 to non -integrated suppliers, question 7.  
81  Questionnaire 1 to competitors, question 7.2.; and Questionnaire 3 to end -users, question 7.2.  
82  Questionnaire 1 to competitors, question 7.2. 1. 
83  Questionnaire 1 to competitors, question 8; and Questionnaire 3 to non -integrated suppliers, 
question 8.  
84  Questionnaire 1 to competitors, question 13; Questionnaire 2 to end -customers, question 13; and 
Questionnaire 3 to non -integrated suppliers, q uestion 13.  
85  Questionnaire 1 to competitors, question 10; Questionnaire 2 to end -customers, question 10; 
Questionnaire 3 to non -integrated suppliers, question 10.  
86  Questionnaire 1 to competitors, question 10.2; Questionnaire 2 to end -customers, questio n 10; 
Questionnaire 3 to non -integrated suppliers, question 10.  
87  Questionnaire 1 to competitors, question 10.2; and Questionnaire 3 to non -integrated suppliers, 
question 10.2  
88  Questionnaire 1 to competitors, question 11; Questionnaire 2 to end -customer s, question 11; 
Questionnaire 3 to non -integrated suppliers, question 11.  
 
21 (94) For the purposes of this decision  and in light of all information available to it , the 
Commission considers that , due to limited demand and supply -side substitutability,  
(i) automatic pedestrian doors and industrial doors do not belong to the same 
product market ; (ii) each of swing, sliding and revolving automatic pedestrian 
doors constitute separate markets; and (iii) each of hermetic and semi -hermetic 
automatic doors constitute separate markets. The Commission does not con sider 
appropriate to further segment these markets according to (i) different product 
variants (such as leaves, materials or size); or (ii) whether the automatic pedestrian 
doors are equipped with low - or full -energy operators. Since  the Transaction does 
not give rise to any affected market  for automatic fire doors, it can be left open 
whether the supply of  automatic fire doors constitutes a separate product market 
from other types of automatic pedestrian doors.89  
5.2.2.  Geographic market definition  
5.2.2.1.  Notifying Part y’s arguments  
(95) In relation to the geographic market definition, the Parties submit that (i) the 
indirect channel is EEA -wide in scope because customers across the EEA purchase 
the same products and OEMs do not need a local presence90; and (ii) the direct 
channel is national in scope because suppliers require a local sales force with local 
language proficiency and knowledge to operate in a given country, as well as 
technicians to provide installation and after -sales services.91 
5.2.2.2.  Commission’s assessment  
(96) The Commi ssion has not previously assessed the geographic market definition of 
automatic pedestrian doors specifically.92 In its Assa Abloy/Agta Record  decision, 
the OFT assessed the transaction at a national level (both for the supply of 
operators and of complete d oor sets), as the Parties’ shares in the market on a 
national level (for the United Kingdom, in this case) were materially higher than 
their EEA -wide shares.93 
(97) The outcome of the market investigation supports defining national markets for 
automatic pedestri an doors. Respondents having expressed an opinion on this point 
in the market investigation submitted that the supply of each of swing, sliding and 
revolving (including those with hermetic or fire -resistant features) automatic 
pedestrian doors to both end -customers and non -integrated suppliers is national in 
                                                 
89  The Commission notes that automatic fire doors consist of fire -proof door leaves combined with 
standard operators (Questionnaire 1 to competitors, question 11.2; and Questionnaire  3 to non -
integrated suppliers, question 11.2). In this regard, Assa Abloy and Agta Record do not have 
operators specifically developed for their automatic fire doors (Form CO, footnotes 81 and 90). 
Assa Abloy manufactures fire -proof door leaves, while Agt a Record does not, and there is therefore 
no horizontally affected market at that level. The Commission moreover notes that fire -proof door 
leaves are generally available from local third -party suppliers (Questionnaire 1 to competitors, 
question 11.3; and Questionnaire 3 to non -integrated suppliers, question 11.3).  
90  Form CO, paragraphs 336.  
91  Form CO, paragraphs 337.  
92  In relation to industrial doors, in Assa Abloy/Cardo , the Commission noted that the ‘sourcing of 
industrial doors is not necessarily don e on an EEA -wide level’ .92 
93  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraph 41 and 
end note 1.  
 
22 scope.94 This is consistent with a number of industry features pointing to national 
markets, including different safety requirements across Member States affecting 
the technical features of (certain) aut omatic pedestrian doors,95 varying preferences 
across countries between notably swing and sliding doors,96 and significant price 
differences observable across countries.97  
(98) With respect to sales in the indirect channel, in particular , a majority of non -
integr ated suppliers submitted that the technical specificities and the price of 
operators and complete door sets procured from OEMs vary to a material extent 
depending on the country of distribution.98 Moreover, a  vast majority of non -
integrated suppliers are purely national players.99  
(99) Moreover, t he Parties monitor closely in their ordinary course of business internal 
documents the national competitive dynamics of the indirect channel. In this 
regard, the Parties’ performance in the indirect channel appear to var y greatly 
across Member States. Assa Abloy considered the Nordics [information about Assa 
Abloy’s business strategy ] of the Entrematic brand and Ditec to be ‘[information 
about Assa Abloy’s business strategy ] [i]n France’ .100 
(100)  Having a local presence at the l evel of each national market for the indirect channel 
also appears to be important in the industry.  By way of example, an internal 
document from Assa Abloy considered that, while the Entrematic sales 
performance was [information about Assa Abloy’s business  strategy ] in the 
Nordics, it was [information about Assa Abloy’s business strategy ] in the United 
Kingdom, given that ‘the market demands [information about Assa Abloy’s 
business strategy ]’.101  
(101)  For the purpose of the decision and in light of all informatio n available to it, the 
Commission considers that the markets for  each of  (i) swing; (ii) sliding; and (iii) 
revolving automatic pedestrian doors (including for those with hermetic or fire -
resistant features ) are national in scope.  
                                                 
94  Questionnaire  1 to competitors, questions 15 to 21; Questionnaire 2 to end -customers, questions 15 -
17; Questionnaire 3 t o non -integrated suppliers, questions 22 to 29.  
95  Form CO, paragraphs 191 to 199.  
96  See, e.g., minutes of a call with a competing OEM on 9 August 2019.   
97  In that respect, Agta Record internal pricing reflects differences of up to [20-30]% across countr ies 
(see Agta Record's reply to Request for information  11 of 20 January  2020 and the annexed Agtatec 
price list).  
98  Questionnaire 1 to competitors, question 16; Questionnaire 2 to end -customers, question 16; 
Questionnaire 3 to non -integrated suppliers, question 24.  
99  Questionnaire 3 to non -integrated suppliers, question 23.  
100  Form CO, AA89. Similar quotes can be found in Form CO, AA92, AA89, AA87, AA84 and AA83.  
101  Form CO, AA90.  
 
23 5.3. Industrial doors  
5.3.1.  Product market definition  
5.3.1.1.  Notifying Party’s arguments  
(102)  The Notifying Party submits that, in line with the decision al practice of the 
Commission102 and the OFT103, automatic pedestrian doors should be distinguished 
from industrial doors.104  
(103)  In this regard, the Notifying Party submits that automatic pedestrian doors and 
industrial doors address different customer needs and that manufacturers are not 
able to switch production easily across these door types  for reasons  of time, cost 
and expertise.105 
(104)  Within industrial doors, t he Notifying Party submits that there is some degree of 
substitutability between high -speed doors, overhead sectional doors, industrial 
folding doors and docking doors and stations, since two or more of these types may 
fulfil the same or similar needs .106 Moreover, the Notifying Party submits that, 
while high -speed doors and overhead sectional doors are not always substitutable, 
there are situations where they may be interchangeable from a demand -side 
perspective.107 
(105)  Within high -speed doors, the Notifying Party  submits that it is not necessary to 
consider further segmentations  according to (i) whether they are used for interior or 
exterior applications; (ii) the specific application for which they are used; and (iii) 
whether they are made of rigid or fabric mate rials.108 
5.3.1.2.  Commission’s assessment  
(106)  In Assa Abloy/Cardo , the Commission noted that the market investigation had 
largely confirmed a distinction between automatic pedestrian doors and industrial 
doors.109 Moreover, the Commission also noted that customer s had ind icated that 
‘different industrial doors fulfil different functionalities’ .110 The Commission 
ultimately left open the exact product market definition, given the absence of 
competition concerns in that decision.111 
(107)  As mentioned in paragraph  (90) above , the results of the market investigation have 
confirmed that industrial doors and automatic pedestrian doors do not belong to the 
same product market . 
                                                 
102  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/C ardo , paragraph 11.  
103  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraphs 17 and 
24. 
104  Form CO, paragraph 1764.  
105  Form CO, paragraphs 1766 and 1767.  
106  Form CO, paragraph 1780.  
107  Form CO, paragraph 1784.  
108  Form CO, pa ragraphs 1789 and 1790.  
109  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragraph 11.  
110  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragraph 12.  
111  Commission decision of 9 March 2011 in Case  COMP/M. 6117  – Assa Abloy/Cardo , paragraph 12.  
 
24 (108)  Regarding a further segmentation by types of industrial doors, a  major ity of end -
customers and non -integrated suppliers having expressed an opinion in the market 
investigation submitted that customers do not use high -speed doors, overhead 
sectional doors, industrial folding doors and docking doors and stations for the 
same p urposes.112 Conversely, a majority of OEMs having expressed an opinion in 
the market investigation submitted that customers may use these four types of 
industrial doors interchangeably.113 
(109)  Regarding a possible segmentation b etween  interior and exterior applica tions , a 
vast majority of end -customers and non -integrated suppliers having expressed an 
opinion in the market investigation submitted that customers cannot use high -speed 
doors for interior and exterior applications for the same needs.114 While OEMs 
express ed mixed opinion s in this regard, they unanimously submitted that the 
production of high -speed doors for internal and external applications is 
characterised by significant differences in technical characteristics and cost s.115 
Some respondents submitted that  wind resistance is the main distinction between 
doors for interior and exterior use.116 
(110)  Regarding a possible segmentation by fabric and rigid versions of high -speed 
doors, a  significant number of OEMs and end -customers submitted that high -speed 
doors in fab ric and rigid versions are not substitutable for the same needs.117 
Moreover, OEMs unanimously submitted that the production of high -speed doors 
in fabric and rigid versions is characterised by significant differences in technical 
characteristics and cost.118 Conversely, a majority of non -integrated suppliers 
considered that these two types of high -speed doors may be substitutable from a 
customer demand perspective.119 
(111)  A distinction between high -speed doors used for interior and exterior applications 
appears cons istent with a distinction between high -speed doors in fabric and rigid 
version. Some OEMs, end -customers and non -integrated suppliers indicated that a 
distinction between high -speed doors in fabric and rigid version is only applicable 
to doors used for ext erior applications.120 
(112)  A majority of respondents having expressed an opinion in the market investigation  
submitted that customers do not generally use (i) machine protection; (ii) food 
                                                 
112  Questionnaire 5 to customers of indu strial doors, question 5.  
113  Questionnaire 4 to competitors of industrial doors, question 5.  
114  Questionnaire 5 to customers of industrial doors, question 6.  
115  Questionn aire 4 to competitors  of industrial doors, question 6 and 6.2.  
116  Questionnaire 5 to customers of industrial doors, question 6: ‘[u] ne porte en interface extérieure 
doit pouvoir résister au vent ’; ‘[l] a tenue au vent va être la différentiation principale ( implantation 
intérieure ou extérieure) pour définir la porte rapide adéquate ’. 
117  Questionnaire 4 to competitors of industrial doors, question 9; and Questionnaire 5 to customers of 
industrial doors, question 9.  
118  Questionnaire 4 to competitors of industr ial doors, question 9.3.  
119  Questionnaire 5 to customers of industrial doors, question 9.  
120  Questionnaire 4 to competitors of  industrial doors, question 9.2; and Questionnaire 5 to customers 
of industrial doors, question 9.2. In this regard, some expresse d that ‘[l]es po rtes rigide ne sont pas 
adaptées pour l’intérieur car les moteurs ne tiennent pas des cadences de passage important’ ; ‘en 
intérieur, il y a uniquement des portes souples’ ; ‘[u] tilisation exclusive de la version souple à 
l'intérieur’ ; ‘En i mplantation interne, la contrainte ‘résistance à l'effraction est quasi nulle, donc la 
porte souple s'impose’ . 
 
25 processing; (iii) clean rooms; (iv) cold storage; (v) material handling; and (vi) 
heavy industry high -speed doors for the same applications.121 In this regard, an 
OEM stated that each type of high -speed door has very specific uses and that a 
high-speed door used in the pharmaceutical industry is different to cold storage.122 
Moreov er, a vast majority of OEMs submitted that the production of each of these 
types of high -speed doors is characterised by significant differences in technical 
characteristics and cost.123 
(113)  For the purposes of this decision and in light of all information avail able to it, the 
Commission considers appropriate to leave the exact product market definition 
open within the supply of industrial doors, since the competitive assessment would 
not differ irrespective  of the segmentation. As a result, the Commission will 
specifically assess the impact of the Transaction on the supply of each relevant type 
of industrial doors, with a focus on high -speed doors where the overlap between 
the Parties’ activities is the most significant. Conversely, the Parties’ position 
remains similar irrespective of any sub -segmentation within  high-speed doors 
based on (i) whether they are used for interior or exterior applications; (ii) the 
specific application for which they are used; or (iii) whether they are made of rigid 
or fabric material s.  
5.3.2.  Geographic market definition  
5.3.2.1.  Notifying Party’s arguments  
(114)  The Notifying Party submits that the indirect channel  for the sale of industrial door 
components  is EEA -wide in scope  given that OEMs sell industrial door 
components to non -integrated suppliers o n an EEA -wide basis.124 In this regard, the 
Notifying Party submits that : (i) OEMs generally source components on a 
worldwide basis and supply products to non -integrated suppliers across the EEA 
from one or a few factories; (ii) shipping costs are low (betwe en [1-10]%); (iii) 
industrial doors are certified according to European EN -standards; and (iv) it is not 
necessary to have local sales offices to be active on this market.125 
(115)  The Notifying Party submits that the direct channel  for the sale of industrial door  
solutions is national in scope, while also pointing towards some indicators for the 
market being EEA -wide in scope.126 In this regard, the Notifying Party notes that 
sales to end users require a local service representative that is able to perform site 
visits to take measurements and advice the customer, as well as knowledge of the 
local language and business culture.127 
                                                 
121  Questionnaire 4 to competitors of industrial doors , questions 7 and 8; Questionnaire 5 to customers 
of industrial doors, questions 7 and 8.  
122  Questionnaire 4 to competitors of industrial doors, question 7.1. Original quote in Spanish: ‘[c] ada 
tipo de puerta rápida tiene utilizaciones muy específicas. Una puerta para industria farmacéutica 
es muy diferente a una puerta para cámaras de congelació n’. 
123  Questionnaire 4 to competitors of industrial doors, questions 7.2 and 8.2.  
124  Form CO, paragraph 1801.  
125  Form CO, paragraphs 1802 to 1805.  
126  Form CO, paragraph 1806.  
127  Form CO, paragraph 1809.  
 
26 5.3.2.2.  Commission’s assessment  
(116)  In Assa Abloy/Cardo , the Commission noted that the ‘sourcing of industrial doors 
is not necessarily done on an EEA -wide level’ .128 A Danish precedent concluded 
that the market for the sale of industrial doors is at least national and possibly 
wider.129 
(117)  The outcome of the market investigation supports defining national markets for the 
supply of industrial doors. In this regar d, a majority of respondents having 
expressed an opinion on this point in the market investigation submitted that the 
technical specificities and the price of the industrial doors procured from OEMs 
vary to a material extent depending on the country of dis tribution.130 Suppliers of 
industrial doors also have sales forces dedicated to specific countries.131 Moreover, 
a majority of OEMs submitted that they do not supply industrial doors to end -
customers situated in other countries  where they do have local operati ons, while a 
majority of end -customers indicated that they do not source industrial doors from 
other countries.132 
(118)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers the markets for high -speed doors is  national in scope . 
5.4. After -sales services  
5.4.1.  Product market definition  
5.4.1.1.  Notifying Party’s arguments  
(119)  The Notifying Party submits that , in line with the decision practice  of the 
Commission133 and of the OFT,134 after-sales services for automatic pedestrian 
doors shou ld be distinguished from  after-sales services for industrial doors.135 In 
this regard, the Notifying Party submits that services for the two door types have 
different features and are distinct in terms of service demands and requirements.  
(120)  The Notifying Party  considers that there is insufficient demand - and supply -side 
substitutability  between after -sales services for automatic pedestrian and industrial 
doors , because of two main reasons:136  
(a) The provision of after -sales services for industrial doors requires mo re 
complex expertise from technical staff as well as specific tools due to 
                                                 
128  Commission decision of 9 March 2011 in Case COMP/M .6117  – Assa Abloy/Cardo , paragraph 12.  
129  Decision of the Danish Competition Authority in Assa Abloy/Nassau , paragraph 7.  
130  Questionnaire 4 to competitors of industrial doors, question 13.  
131  Questionnaire 4 to competitors of industrial doors, question 1 5; and Questionnaire 5 to customers of 
industrial doors, question 15.  
132  Questionnaire 4 to competitors of industrial doors, question 1 7; and Questionnaire 5 to customers of 
industrial doors, question 17.  
133  Commission  decision of 9 March 2011 in Case COM P/M. 6117  – Assa Abloy/Cardo , paragraphs 30 
and 31, although the definition was ultimately left open.  
134  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraph 35.  
135  Form CO, paragraph 424.  
136  Form CO, paragraph 335.  
 
27 mechanical characteristics and functionalities of industrial doors  (such as 
height and complexity).  
(b) In practice, service providers tend to focus their services on either industrial 
or automatic pedestrian doors.  The Notifying Party submits that, if a 
technician for either pedestrian or industrial doors underwent  training to 
provide after -sales services for the other, that technician could service both 
door types. However, the vast ma jority of service technicians have not 
received training for both industrial and automatic pedestrian doors.  
(121)  The Notifying Party submits that it would not be appropriate to further segment 
after-sales services according to (i) door type (e.g. within automa tic pedestrian 
doors, for swing, sliding and revolving, and within industrial doors, for high -speed, 
overhead sectional, etc.);137 (ii) type of  after-sales providers (e.g. OEMs, 
specialised service providers, non -integrated suppliers, elevator companies, fac ility 
management companies, or in -house service technicians);138 or (iii) customer 
groups .139 
5.4.1.2.  Commission’s assessment  
(122)  In Assa Abloy/Cardo , the Commission explained that the results of the market 
investigation broadly confirmed that after -sales services for ind ustrial and 
automatic pedestrian doors were different. However, it ultimately left the market  
definition open.140 
(123)  The Commission inquired  about  a possible segmentation between the supply of 
after-sales services for automatic pedestrian doors, on the one hand , and for 
industrial doors, on the other hand. Further, the Commission inquired whether non -
OEMs provided after -sales services on equal footing with OEMs, and whether 
different types of customer groups had different requirements and/or preferences 
regardin g after -sales services for automatic pedestrian doors that may influence 
their choice of supplier (e.g. whether larger customers would prefer OEMs).  
(124)  Regarding the distinction  between after -sales services for automatic pedestrian and 
industrial doors, t he m ajority of respondents to the Commission’s market 
investigation that expressed an opinion on this point indicated that these constitute 
separate product markets . Respondents consider that  there is a lack of supply -side 
substitutability for servicing betwee n these doors. A respondent indicated that 
industrial doors ‘[i]s a product that needs more specialized technici [a]ns’.141 An 
end-customer expressed that ‘[m]echanisms and build are fundamentally different. 
On that basis, we would expect different technician s and service requirements ’.142 
                                                 
137  Form C O, paragraph 450.  
138  Form CO, paragraphs 281 and 282. 
139  Form CO, paragraph 451.  
140  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragraphs 30 
and 31. While the Assa Abloy/Cardo  decision uses the expression ‘automated pedestr ian doors’, the 
word automated should be understood as meaning ‘automatic’ for the purposes of this d ecision . 
141  See replies to question 61 of Questionnaire 1 for competitors (automatic pedestrian doors, access 
control systems, locks and sensors).  
142  Quest ionnaire 2 to end -customers, question 47.  
 
28 (125)  Regarding a potential further segmentation per door type, the outcome of the 
market investigation indicates that neither after -sales services for automatic 
pedestrian doors nor for industrial doors should be further segmented per door type 
(e.g. for automatic pedestrian doors, swing, sliding, revolving, and for industrial 
doors, high -speed, overhead sectional, folding etc.). The outcome of the market 
investigation shows that technicians carry out after -sales services for all ty pes of 
automatic pedestrian doors.143 
(126)  Regarding a potential further segmentation per type of after -sales service provider, 
the outcome of the market investigation reveals that , even though third -party 
providers do service automatic doors, they  are not techni cally in a position to 
provide the same range and level of services as the original OEM.144 This is mostly 
due to higher costs of spare parts, less availability of spare parts  and specific tools  
and documentation  and less experience on  the doors  than the ori ginal OEM .145 
Further, several respondents explained  that it was particularly problematic to 
source spare parts and specific tools and documentation from the Parties at a 
reasonable cost and lead -time.146 A competing OEM expressed that: ‘ [a]ccess to 
third -party spare parts is not easy, both in terms of sourcing and of pricing. 
Certain companies are not helpful or friendly when asked to provide their spare 
parts. Assa Abloy is known to be the most defensive competitor, whose spare parts 
are most difficult to acc ess.’147 This finding  further confirm s the inherent 
connection between the supply of doors and the provision of after -sales services 
and the differentiated nature of the latter.  
(127)  However, even though different  types of service providers may be in a different  
position when it comes to offering  the same after-sales services, the Commission 
considers that there is a continuum of after -sales services  for which demand - and 
supply -side substitutability varies, thereby justifying the definition of a single 
overall m arket  for the supply of after -sales services (for each of, respectively,  
automatic pedestrian doors  and industrial doors ), thus excluding a segmentation  per 
type of provider. However, the respondents’ view s about the differentiated nature 
of the provision of after -sales services  will be taken into account in the competitive 
assessment , notably  to assess  competitive constraint s (for each of, respectively,  
automatic pedestrian doors and industrial doors).  
(128)  Regarding a potential further segmentation of after -sales services per type of 
customer groups, t he majority of respondents who expressed an opinion on this 
point consider that the relevant market may be further segmented according to 
specific customer groups. In particular, t he market investigation reveals  that larger 
customers and larger projects tend to prefer OEMs for their after -sales services 
needs.148  
                                                 
143  Questionnaire 1 to competitors, question 51; Questionnaire 2 to end -customers, question 48; 
Questionnaire 3 to non -integrated suppliers, question 63.  
144  Questionnaire 1 to competitors, question 67.4.  
145  Question naire 1 to competitors, question 67.4.  
146  Questionnaire 1 to competitors, question 68.  
147 Minutes of a call with a competitor of 14 August 2019, paragraph 19.  
148  Questionnaire 1 to competitors, question 52; Questionnaire 2 to end -customers, question 50; 
Questionnaire 3 to non -integrated suppliers, question 64.  
 
29 (129)  Even though specific customer groups for after -sales services may have a 
preference for OEMs over independent after -sales services providers, the 
Commissio n considers that there is an inherent heterogeneity in these customer 
group categories , thereby justifying the definition of a single overall market for the 
supply of after -sales services (for each of, respectively,  automatic pedestrian doors 
and industria l doors) , excluding a segmentation per customer group . However, 
customer preferences will be taken into account in the competitive assessment , 
notably  to assess  effective competitive constraint , with reference to after-sales 
services for larger clients and  projects.  
(130)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers that  the markets for after -sales services for automatic 
pedestrian doors, on the one hand,  and industrial doors , on the other hand,  
const itute separate relevant product markets.  Conversely, n o further segmentation 
by type of door, type of after -sales services providers, or customer group is 
warranted  for the purpose of assessing the present Transaction.  
5.4.2.  Geographic market definition  
5.4.2.1.  Notifyin g Party’s arguments  
(131)  Regarding after -sales services for both automatic pedestrian and industrial doors, 
the Notifying Party submits that , in line with the Commission’s precedents and 
those of the Danish Competition and Consumer Authority  (for after-sales fo r 
industrial doors)149 and the OFT ,150 the relevant geographic market is national.151 
This is because suppliers of after -sales services need a local sales force and a local 
service network, and the conditions of competition are generally similar across the 
whole  of individual countries.152 The Notifying Party submits that it would not be 
appropriate to further segment after -sales services according to geographical spread 
of the customer.153 
5.4.2.2.  Commission’s assessment  
(132)  In Assa Abloy/Cardo , the Commission explained that th e results of the market 
investigation broadly confirmed that the scope of the market for after -sales services  
was national. However, it ultimately left the definition open.154 
(133)  The market investigation has confirmed the Commission practice in Assa 
Abloy/Cardo  endorsed by the Parties that the scope for after -sales services for 
automatic pedestrian doors and industrial doors is national in scope.  The vast 
                                                 
149  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragraph 30, 
and Danish Competition and Consumer Authority decision of 23 November 2016 in Case FLID -
16/06846 Assa Abloy/ Nassau Door A/S , paragraph 7.  
150  OFT decision of 4 February 2011 in Case ME/4792/10 Assa Abloy/Agta Record , paragraph 42. The 
OFT considered it likely that the market for maintenance contracts was national or local, ultimately 
performing its competition an alysis based on a national market.  
151  Form CO, paragraphs 486, 1811 and 1812.  
152  Form CO, paragraph 337.  
153  Form CO, paragraphs 445 to 447. 
154  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragraphs 30 
and 31.  
 
30 majority of respondents who expressed an opinion on this point  consider that the 
market s for after-sales ser vices for each of, respectively, automatic pedestrian 
doors and industrial doors have a national scope. 155 
(134)  Several end -customers express ly stat ed that ‘ we want a company to have national 
coverage ’ and ‘ national coverage is a key factor in  [the]  decision -making 
process ’.156 
(135)  The outcome of the market investigation indicates that there is no need to further 
segment after -sales services per geographical spread of the customer, as the market 
is national in scope.157 This also means that, as was assessed in the produc t market 
definition for after -sales services, it is not necessary to make a distinction between 
large customers with national operations versus small customers with local 
operations.  
(136)  For the purposes of this decision  and in light of all information availab le to it , the 
Commission considers that  the relevant geographic market for after -sales services 
is national in scope . 
5.5. Spare parts  
5.5.1.  Product market definition  
5.5.1.1.  Notifying Party’s arguments  
(137)  The Notifying Party submits that generic spare parts should be distingui shed from 
brand -specific spare parts. The Notifying Party  submit s that the manufacture and 
supply of brand -specific spare parts should be considered as multiple markets with 
a distinct market for each manufacturer of automatic pedestrian doors or industria l 
doors. The Notifying Party considers that, in principle, sales of brand -specific spare 
parts are captive sales, for which other manufacturers than the OEMs cannot 
compete.158 
(138)  Further, the Notifying Party submits that spare parts for automatic pedestrian do ors 
and industrial doors should be distinguished (both for generic and brand -specific 
spare parts).159 
5.5.1.2.  Commission’s assessment  
(139)  The Commission has analysed the relevant product market definition for spare 
parts in other industries, such as in the automotive i ndustry, the aircraft industry 
and the agricultural machinery industry.  Regarding the automotive industry, in VW-
Audi/VW -Audi Sales Centres  and Volkswagen/Hahn + Lang  the Commission 
identified automotive spare parts as a separate relevant product market , and carried 
                                                 
155  Questionnair e 1 to competitors, question 58; Questionnaire 2 to end -customers, question 54 ; 
Questionnaire 3 to non -integrated suppliers, question 70.  
156  Questionnaire 2 to end-customers, question 59.1.  
157  Questionnaire 1 to competitors, question 58; Questionnaire 2 t o end -customers, question 54; 
Questionnaire 3 to non -integrated suppliers, question 70.  
158  Form CO, paragraphs 454 and 455.  
159  Form CO, paragraph 2093.  
 
31 out its competitive assessment  under this premise .160 In the aircraft industry, the 
Commission has considered a relevant product market for spare parts that was 
separate from the provision of Maintenance Repair and Overhaul (‘MRO’),161 
although in other cases it also considered that the provision of MRO services may 
also include the provision of spare parts .162 Regarding the agricultural machinery 
industry, in DA Agravis Machinery / Konekesko Eesti/ Konekesko Latvija / 
Konekesko Lietuva / Konekesko Fin nish Agrimachinery Trade Business , the parties 
to the case presented spare parts and after -sales services as separate product 
markets. The Commission did not contest this submission, and ultimately left the 
question open.163  
(140)  In the present case, in view of the industry structure , including the variety of 
independent after -sales services providers,  and the concerns raised over the course 
the market investigation about access to spare parts in order to supply after -sales 
services,164 the Commission considers app ropriate to distinguish separate product 
markets for spare parts (including technical information and servicing tools) and 
after-sales services, spare parts being an input for the provision of a range of after -
sales services.  
(141)  In its investigation, the Com mission  inquired into a possible segmentation between 
brand -specific spare parts on the one hand, and generic spare parts on the other.  
(142)  The vast majority of competitors  and non -integrated suppliers consider that 
automatic pedestrian doors, in particular op erators, are composed of brand -specific 
parts subject to a proprietary design on the one hand, and generic parts on the 
other.165 All the competitors  that expressed a view in this point and the vast 
majority of non -integrated suppliers consider that brand -specific parts are not 
substitutable with parts originating from a third party supplier, whereas generic 
parts can be sourced from third -party suppliers.166 
(143)   For the sake of clarity, in this Decision, the Commission will only address the 
market of brand -specif ic spare parts, and will name these as ‘spare parts’ (instead 
of ‘brand -specific spare parts’) This is because, as mentioned in footnote the 
                                                 
160  Commission decision of 29 July 2003 in Case COMP/M.3198 VW-Audi/VW -Audi Sales Centres , 
paragraph s 13, 21 to 23 ; and Commission decision of 16 February 2004 in Case COM P/M.3352 
Volkswagen/Hahn + Lang , paragraphs 13, 23 to 27. Note that in these cases, the Commission 
referred to the sale of Volkswagen’s original car parts.  
161  Commission decision of 26 July  2012 in COMP/M.6410 – UTC/Goodrich , paragraphs 182  to 191. 
162  Commission decision of 4 May 2018 in COMP/M.8658 – UTC/ Rockwell Collins , paragraph 132.  
163  Commission decision of 25 March 2019 in Case COMP/M.9163 – DA Agravis Machinery / 
Konekesko Eesti/ Ko nekesko Latvija / Konekesko Lietuva / Konekesko Finnish Agrimachinery Trade 
Business , paragraphs 45, 47 and 51. However, what the Commission assessed within these markets 
was whether original and non -original spare parts belonged to the same or separate ma rkets, on the 
one hand, and whether after -sales services and the retail sale of agricultural machinery belonged to 
the same or separate markets.  
164  Questionnaire 1 to competitors , question  72; Questionnaire 3 to non -integrated suppliers, question 
68, as we ll as minutes of cal ls with various market participants . 
165  Questionnaire 1 to competitors, question 55; Questionnaire 3 to non -integrated suppliers, question 
67. 
166  Questionnaire 1 to competitors, question 55.2; Questionnaire 3 to non -integrated suppliers , question 
67.2.  
 
32 Parties do not manufacture generic spare parts for automatic pedestrian doors and 
are only involved to a limited ex tent in the supply of generic spare parts.26 
(144)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers that  spare parts (including technical information and 
servicing tools) constitute a relevant product market separate from after -sales 
services, and that  brand -specific spare parts and generic spare parts constitute  
separate relevant product markets.  
5.5.2.  Geographic market definition  
5.5.2.1.  Notifying Party’s arguments  
(145)  The Notifying Party  consider s the markets for the manufacture and supply of 
brand -specific and generic spare parts for automatic pedestrian doors is at least 
EEA -wide and possibly global. The Notifying Party  argue s that spare parts are 
interchangeable, and theref ore spare parts sold in one country could be used or 
resold again in a different country without difficulties.167 
(146)  Regarding both brand -specific and generic spare parts for industrial doors, the 
Notifying Party submits that these markets should be considered as global. The 
Notifying Party argues that the same spare parts are manufactured and supplied on 
a global basis, and that EU or national approval requirements, safety regulations 
and certifications do not generally affect the individual components/spare pa rts.168 
5.5.2.2.  Commission’s assessment  
(147)  In Assa Abloy/Cardo , the Commission ( where, as mentioned, the Commission did 
not contest the Parties’ submission that  considered spare parts to be included within 
after-sales services), explained that the results of the market  investigation broadly 
confirmed the national scope of the markets for after-sales services for industrial 
and automatic pedestrian doors. However, it ultimately left the definition open.169  
(148)  The Danish Competition and Consumers Authority, in its Assa Abloy/ Nassau  
decision , considered that the geographic market for the wholesale supply of 
components and spare parts could be limited to Denmark, and possibly be broader, 
but ultimately left the definition open.170 
(149)  Respondents to the market investigation have expla ined that it is difficult to source 
spare parts from other countries as a workaround if having difficulties sourcing 
spare parts. In particular, a competing OEM expressed that: ‘[w] orkarounds for 
spare part sourcing are difficult (e.g. sourcing spare parts  from  […] different 
Member States and then shipping them internally), and they are hampered by 
differences in part numbers: the part number of a given spare part differs from 
                                                 
167  Form CO, paragraph 2093.  
168  Form CO, paragraphs 1813 and 1814.  
169  Commission decision of 9 March 2011 in Case COMP/M. 6117  – Assa Abloy/Cardo , paragraphs 30 
and 31.  
170  Danish Competition and Consumer Authority decision of 23 November 201 6 in Case FLID -
16/06846 Assa Abloy/Nassau Door A/S , page 8.  
 
33 country to country. [The competing OEM] tried in the past to ship spare parts to 
the United Kingdom from Switzerland, but was unsuccessful .’171 
(150)  Therefore, as there seem to be difficulties in sourcing spare parts from other 
Member States , and as the demand for spare parts is national, it would be 
appropriate to consider the market for spa re parts for automatic doors (both 
pedestrian and industrial) to be national in scope.  
(151)  For the purposes of this decision and in light of all information available to it, the 
Commission considers that  the geographic market definition of spare parts for the 
purpose of providing after -sales services  for both automatic pedestrian and 
industrial doors  is national in scope . 
5.6. Access control systems  and components  
5.6.1.  Product market definition  
5.6.1.1.  Notifying Party’s arguments  
(152)  The Notifying Party refers to the decisional prac tice of the Commission which, in 
UTC/GE Security , assessed electronic access control systems in the broader context 
of electronic security systems (‘ESS’), i.e. products designed for the protection of 
people, assets and property by electronic means.172 It also mentions the decision 
B5-25/08 ASSA ABLOY/SimonsVoss AG of the German Federal Cartel Office 
(‘FCO’) in which the manufacturing and wholesale supply of access control 
systems was considered a separate product market.173 A possible further sub -
segmentation into an electronic access control systems segment is also 
mentioned.174 Overall, the Notifying Party submits that for the assessment of the 
present Transaction, it is not necessary to conclude whether electronic access 
control systems belong to a separate re levant product market or not.175 
5.6.1.2.  Commission’s assessment  
(153)  As put forward by the Notifying Party, in UTC/GE Security , the European 
Commission considered a market for ESS comprising access control systems.176 It 
however left open the precise market definition and  did not conclude on the 
delineation of separate markets for the supply of EES product s and the installation 
and maintenance of ESS.  
(154)  The results of the market investigation conducted by the Commission in the present 
case reveal that the majority of competi tors and direct customers consider that 
access control systems and other types of ESS are not used interchangeably by 
                                                 
171  Minutes of a call with a competitor, 9 August 2019, paragraph 14.  
172  Form CO, Section D.5.4., paragraph  2149.  
173  Form CO, Section D.5.4., paragraph  2150.  
174  Form CO, Section D.5.4., paragraph  2152. 
175  Form CO, Section D.5.4., paragraph  2153.  
176  Commission decision of 22 February 2010 in Case COMP/ M.5735  – UTC/GE Security, para graphs 
8 and following . 
 
34 customers for the same applications.177 However, the majority of non -integrated 
suppliers are of the opposite view.178 
(155)  In addition , the majori ty of competing OEMs of automatic pedestrian doors and 
end-customers state that access control systems (software) and access control 
components (hardware) are generally sourced by customers as a package/complete 
solution.179 
(156)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers appropriate to leave the exact product market definition 
open since the competitive assessment would not differ irrespective of the 
segmentation.  
5.6.2.  Geographic market definition  
5.6.2.1.  Notify ing Party’s arguments  
(157)  The Notifying Party  refers to the decisional practice of the Commission which in 
UTC/GE Security  found t hat the majority of the customers were able to source 
electronic security systems on an EEA -wide or even worldwide basis, yet it 
ultimately left open the geographic market definition.180 
(158)  The Notifying Party submits that if the definition of a distinct electronic access 
control systems segment is to be considered appropriate, the relevant sales are 
EEA -wide.181 It further submits that the  relevant components, the installation 
methods and the expertise are the same throughout the EEA. Moreover, major 
suppliers are reported to be active across the EEA, with the assistance of 
installation often subcontracted locally.  
5.6.2.2.  Commission’s assessment  
(159)  As put forward by the Notifying Party, in UTC/GE Security  the Commission 
analysed the geographic market for ESS, yet it ultimately left open the exact 
market definition.182 
(160)  The market investigation confirms national elements of competition, with certain 
respo ndents pointing to differences across the EEA, in particular with regard to 
prices.183 However, the majority of respondents share the view that for the purpose 
of assessing competition between suppliers, it is appropriate to consider the supply 
                                                 
177  Questionnaire 1 to competitors, question 79; Questionnaire 2 to end -customers, question 68 . 
178  Questionnaire 3 to non -integrated suppliers, question 90.  
179  Questionnaire 1 to competitors, question 80; Questionnaire 2 to end -customers, question 69 . 
180  Form CO, Section D.5.4., paragraph  2149.  
181  Form CO, Section D.5.4., paragraph  2152.  
182  Commission decision of 22 February 2010 in Case COMP/M. 5735 – UTC/GE Security , paragraph s 
29 and following.  
183  Questionnaire 1 to competitors , questions 85.2 and 86.2; Questionnaire 2 to end-customers , 
questions 73 and 74; Questionnaire 3 to non-integrated suppliers , questions 96.2 and 97.2.  
 
35 of both acces s control systems and access control components as being EEA -wide 
in scope.184  
(161)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers appropriate to leave the exact geographic market definition 
open, sinc e the competitive assessment would not differ irrespective of the 
geographic scope considered.  
5.7. Locking devices  
5.7.1.   Locks   
5.7.1.1.  Product market definition  
(A) Notifying Party’s arguments  
(162)  The Notifying Party submit s that the market for mechanical lock systems (with all 
parts being mechanical) may be distinguished from the market for 
electromechanical lock systems (where at least one part is electronic).185 It 
considers this distinction to be in line with the decisional practice of the Swedish 
Competition Authority (‘SCA’)  and of  the German Federal Cartel Office. The 
Notifying Party recalls the reasoning of the SCA , which found that in comparison 
to mechanical locks, electromechanical locks costs significantly more, provide a 
greater security and flexibility , as well as facil itate central monitoring and control 
of doors.  
(163)  The Notifying Party also recalls the decisional practice of the SCA  to submit that 
separate markets should be distinguished for manufacturing, distribution/wholesale 
and installation of locks.186 The Notifying Party further submits that the relevant 
product market for the assessment of the Transaction  is that of the sale of locks  by 
lock suppliers to OEMs of manual and automatic windows and doors, excluding 
sales to lock distributors in line again with the  decis ional practice of  both the SCA 
and the FTO.  
(164)  On this basis, the Notifying Party submits that the relevant product markets are the 
markets for the supply  of, respectively, electromechanical and mechanical locks to 
OEMs of manual and automatic doors and windo ws.187  
(B) Commission’s assessment   
(165)  In Assa Abloy/Cardo , the Commission did not conclude on whether 
electromechanical and mechanical locks constitute separate products markets.188 
(166)  In the present case, the results of the Commission’s market investigation reveal 
that, firstly,  standalone locks and intrinsic locking mechanisms (i.e. inherent 
                                                 
184  Questionnaire 1 for competitors , questions 85 and 86; Questionnaire 2 for customers , questions 73.2 
and 74.2; Questionnaire 3 for non -integrated suppliers , questions 96 and 97.  
185  Form CO, Section D.1.3.1., paragraph  2002.  
186  Form CO, Section D.1.3.1., paragraph  2005.  
187  Form CO, Section D.1.3.1., paragraph  2007.  
188  Commission decision of 9 March 2011 in Case COMP/M.6117 – Assa Abloy/Cardo , Section III.D.  
 
36 locking functions within automatic doors’ operators)  cannot be used 
interchangeably by customers to achieve the same level o f security conditions, 
including meeting the applicabl e regulatory requirements or insurance 
conditions.189  
(167)  Secondly , the results  are inconclusive as to  whether EEA -based customers use 
mechanical and electromechanical locks interchangeably .190  
(168)  Thirdly , a large  number of competing OEMs of automatic pedestrian do ors and the 
majority of non -integrated suppliers consider that locks used with automatic 
pedestrian doors191 are different from locks used with manual door  and windows .192 
A large number of c ompeting OEMs, however, consider that  the same types of 
locks are use d for automatic doors and manual doors.193 
(169)  Fourthly , the majority of competing OEMs of automatic pedestrian doors and half 
of non -integrated suppliers note that the supply of locks, on the one hand, and the 
installation of locks (in, e.g., automatic pedestri an doors), on the other hand, are 
separate activities and may belong to separate product markets.194  
(170)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers appropriate to leave open the exact product mark et 
definition, since the competitive assessment would not differ irrespective of the 
segmentation . 
5.7.1.2.  Geographic market definition  
(A) Notifying Party’s arguments  
(171)  The Notifying Party submits that the geographic markets for the supply  of 
mechanical and electromech anical locks sold to OEMs of automatic and manual 
doors and windows are at least EEA -wide.195 
(172)  The Notifying Party submits that locks are both produced and procured across 
Europe.196 Moreover, it further submits that these products have to meet 
Europe -wide EN s tandards, the harmonisation of which facilities cross -border 
competition.197 Even locks imported from outside of Europe typically comply with 
                                                 
189  Questionnaire 1 to competitors, question 105.5; Questionnaire 3 to non -integrated suppliers, 
question 114.5.  
190  Questionnaire 1 to competitors, question 106; Questionnaire 3 to non -integrated suppliers, question 
115. 
191  In Form CO, Section D.1.4., paragraph 2021 and in its r eply to questi on 5 of request for information 
11, 2 0 January 2020, the Notifying Party submits that high -speed doors, either for internal or 
external applications, are rarely equipped with locks. Thus, the Commission’s market investigation 
focused on automatic pedestrian doors.  
192  Questionnaire 1 to compe titors, question 107; Questionnaire 3 to non -integrated suppliers, question 
116. 
193  Questionnaire 1 to competitors, question 107.  
194  Questionnaire 1 to competitors, question 109; Questionnaire 3 to non -integrated suppliers, question 
118. 
195  Form CO, Sectio n D.1.3.2., paragraph 2008.  
196  Form CO, Section D.1.3.2., paragraph 2009.  
197  Form CO, Section D.1.3.2., paragraph  2010.  
 
37 the relevant standards, which allows European purchasers to source from non -
European suppliers, e.g. from China.198 The Notifying Party does not consider 
additional national standards to restrict this competition at the OEM level.199  
(173)  Furthermore, the Notifying Party submits that there are low barriers to trade locks 
across the EEA, with the technology being mature and the products being simple to 
produce.200 Moreover, transport of the products is considered cheap and easy. The 
Notifying Party also submits that switching costs are low and the lead time to 
secure alternative supplies is short.  
(B) Commission’s assessment  
(174)  Already in Assa Abloy/Cardo , the Parties argued that the geographic market for 
mechanical locks sold to OEMs was EEA -wide.201 While the Commission’s 
decision includes parties’ market shares at the national level, the Commission did 
not conclude on the exact market d efinition.  
(175)  The market investigation confirms national elements of competition, with  certain 
respondents pointing to differences across the EEA, in particular with regard to 
prices or regulatory requirements.202 However, the majority of both competing 
OEMs of  automatic pedestrian doors and non -integrated suppliers consider that for 
the purpose of assessing competitive dynamics  in the present case , it is appropriate 
to consider the market for the supply of locks as being EEA -wide in scope.203  
(176)  For the purposes of  this decision  and in light of all information available to it , 
while there are strong grounds to consider the relevant market as EEA -wide, the 
Commission considers appropriate to leave the exact geographic market definition  
open , since the competitive ass essment would not differ irrespective of the 
geographic scope considered.  
5.7.2.  Electric strikes  
5.7.2.1.  Product market definition  
(A) Notifying Party’s arguments  
(177)  According to the Notifying Party, an electric strike is an electromechanical locking 
device used mainly for man ual and automatic swing doors and installed in the 
doorframe.204 Thus, electric strikes are different from locks, which are installed on 
the door leaf, and intrinsic locking mechanisms (see paragraph (165) ).  
                                                 
198  Form CO, Section D.1.3.2., paragraph  2012 and paragraph  2014.  
199  Form CO, Section D.1.3.2., paragraph  2011.  
200  Form CO, Section D.1.3 .2., paragraph  2013.  
201  Commission decision of 9 March 2011 in Case COMP/M.6117 – Assa Abloy/Cardo , paragraph  39. 
202  Questionnaire 1 to competitors, question 111.2; Questionnaire 3 to non -integrated suppliers, 
question 120.2.  
203  Questionnaire 1 to competit ors, question 111; Questionnaire 3 to non -integrated suppliers, question 
120.  
204  Reply  of the Notifying Party to question 1 of the request for information 14 , 11 February 2020.  
 
38 (178)  The Notifying Party s ubmits that an electric strike is ‘ a separate product most often 
provided by someone else than the automatic door provide r (e.g. a locksmith, an 
installer or a door and screen provides). ’205 
(179)  The Notifying Party further claims that it is not appropriate to se gment the market 
based on applications or end -user, due to the use of electric strikes in all types of 
end-user sectors and their multiple applications.206 
(180)  As for locks, the Notifying Party puts forwards a distinction of the value chain for 
electric strikes between manufacturing, wholesale and installation.207  
(181)  It further notes that the majority of sales of these products go to wholesalers  and 
locksmiths, with OEMs of automatic doors constituting an insignificant customer 
segment.208  
(B) Commission’s assessment  
(182)  The Commission became aware of the relevance of electric strikes (also referred to 
as ‘electric door openers’ ), as a component distinct from locks, over the course of 
its market investigation . The identification of electric strikes as a component 
distinct fro m locks  appears to be consistent with the Notifying Party’s argument s. 
(183)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers appropriate to leave the exact product market definition  
open , since the comp etitive assessment would not differ irrespective of the 
segmentation . 
5.7.2.2.  Geographic market definition  
(A) Notifying Party’s arguments  
(184)  The Notifying Party submits that the relevant geographic  market for the supply of 
electric strikes at the upstream level is EEA -wide.209 It further states that electric 
strikes are manufacture d and shipped from central production facilities across 
Europe, benefiting from low transport costs.  
(185)  Additionally, according to the Notifying Party, no national standards restrict 
cross -border s ales, with the same product models being marketed across the EEA. 
Procurement at the upstream level is also claimed to take place on an EEA -wide 
and sometimes even wor ldwide basis.  
(186)  Generally, the Notifying Party submits that ‘ suppliers of automatic doors (…) 
generally source [electric strikes]  on an ad -hoc basis from local wholesalers and 
locksmiths ’ and these products ‘ are being produced in large quantities and sold by 
different European and non -European suppliers ’.210  
                                                 
205  Reply  of the Notifying Party to question 1 of the request for information 15, 21 February 2020 . 
206  Reply  of the Notifying Party to question 1 of the request for information 1 5, 21 February 2020 . 
207  Reply  of the Notifying Party to question 1 of the request for information 1 5, 21 February 2020 . 
208  Reply  of the Notifying Party to q uestion 1 of the request for information 1 5, 21 February 2020 . 
209  Reply  of the Notifying Party to question 1 of the request for information 1 5, 21 February 2020 . 
210  Reply  of the Notifying Party to question 2 of the request for information 14 , 11 February 2 020. 
 
39 (B) Commission’s assessment  
(187)  As stated in  paragraph (182) , the Commission was informed about the relevance of 
electric strikes  over the course  of the Phase I market investigation. The source of 
that information did not specify or discuss the relevant geographic scope f or the 
procurement and supply of these products.  
(188)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers appropriate to leave the exact geographic market definition  
open , since the competitive assessment  would not differ irrespective of the 
geographic scope considered.  
5.8. Sensors   
5.8.1.  Product m arket definition  
5.8.1.1.  Notifying Party’s arguments  
(189)  The Notifying Party submits that the relevant product market is the market for the 
manufactur ing and supply of sensors to OEMs  of entrance automation products 
(automatic doors, elevators, traffic gates).211 A further division by type of OEM 
and product, e.g. manufacturers of automatic pedestrian doors, is considered 
possible.  
(190)  Despite certain sensors covering a variety of applicatio ns, the Notifying Party 
invokes a limited demand -side substitutability for these products due to, e.g., 
different degrees of sensitivity required by sensors used for automatic pedestrian 
and industrial doors.212 From the supply side, due to similarities in the technologies 
used, the Notifying Party considers sensors for, e.g. , automatic pedestrian doors, 
industrial doors and elevators, as largely substitutable.213 Moreover, certain 
suppliers produce sensors for a large variety of applications.214 In particular, t he 
Notifying Party further submits that many sensor models can be used not only for 
automatic doors, but also for other entrance automation products, e.g. elevators.215 
5.8.1.2.  Commission’s assessment  
(191)  According to the results of the Commission’s market investigation , the majority of 
competing OEMs consider that sensors for automatic pedestrian doors constitute a 
separate product market from sensors for other applications ,216 as well as from 
sensors for industrial doors.217  
                                                 
211  Form CO, Section D.2.3., paragraph  2068.  
212  Form CO, Section D.2.3., paragraph  2069.  
213  Form CO, Section D.2.3., paragraph  2070.  
214  Form CO, Section D.2.3., paragraph  2070.  
215  Form CO, Section D.2.3., paragraph  2070.  
216  Questionnaire 1 to competito rs, question 120.  
217  Questionnaire 1 to competitors, question 121.  
 
40 (192)  Yet, further segmentations of sensors depending  on the different types of automatic 
pedestrian doors as well as different sub -types of each of automatic swing, sliding  
and revolving doors is not considered necessary by competing OEMs.218  
(193)  For the purposes of this decision and in light of all information available to it, the 
Commission will specifically assess the impact of the Transaction on the supply of 
sensors for automatic pedestrian doors. Generally, though , the Commission 
considers appropriate to leave the exact product market definition  open , since  the 
competitive assessment would not differ irrespective of the segmentation.  
5.8.2.  Geographic market definition  
5.8.2.1.  Notifying Party’s arguments  
(194)  The Notifying Party  submits that the relevant product market is at least EEA -wide, 
and possibly global.219  
(195)  According to t he Notifying Party, while OEMs of entrance automation products in 
the EEA source sensors globally, it is possible that the relevant market is EEA -
wide due to EU standard requirements.220 
5.8.2.2.  Commission’s assessment  
(196)  According to the results of the market investig ation, the majority of competing 
OEMs consider that for the purpose of assessing competitive dynamics  in the 
present case , it is appropriate to consider the supply of sensors for automatic 
pedestrian doors as being EEA -wide in scope.221 
(197)  In particular, respon dents to the market investigation consider that factors such as, 
e.g., technical specificities or consumer preferences are comparable across the 
EEA.222 
(198)  Additionally, the market investigation confirms the view of the Notifying Party that 
EEA -based customers generally procure sensors for automatic pedestrian doors on 
a worldwide basis.223 
(199)  For the purposes of this decision  and in light of all information available to it , the 
Commission considers that the relevant geographic market is at least EEA -wide.  
5.9.  Conclusio n on market definition  
(200)  On the basis of the foregoing, the Commission concludes that, for the purpose of 
carrying out its assessment of the Transaction : 
                                                 
218  Questionnaire 1 to competitors , questions 122 and 123.  
219  Form CO, Section D.2.3., paragraph  2073.  
220  Form CO, Section D.2.3., paragraph  2073.  
221  Questionnaire 1 to competitors, question  125. 
222  Questionnaire 1 to competitors, question 125.2.  
223  Questionnaire 1 to competitors, question 124.  
 
41 (a) separate relevant product markets arise for the manufacturing and supply of 
each of swing, sliding and r evolving doors, as well as for hermetic, semi -
hermetic and fire doors, which are national in scope;  
(b) the precise product market definition can be left open for the supply of 
industrial doors, though it is appropriate to focus the assessment on the 
supply o f high -speed doors where the overlap between the Parties’ activities 
is the most significant, but that any relevant market would in any event be 
national in scope;  
(c) separate relevant product markets arise for the provision of after -sales 
services for autom atic pedestrian doors (all types of doors combined), on 
the one hand, and the provision of after -sales services for industrial doors 
(all types of doors combined), on the other hand, which are national in 
scope;  
(d) separate relevant product markets arise for  the supply of spare parts 
(including technical information and servicing tools), distinct from after -
sales services, and for each of brand -specific spare parts and generic spare 
parts, specifically, which are all national in scope;  
(e) the precise product an d geographic market definition can be left open for 
the supply of access control systems and components;  
(f) the precise product and geographic market definition can be left open for 
the supply of locks;  
(g) the precise product and geographic market definition c an be left open for 
the supply of electric strikes;  
(h) the precise product market definition can be left open for the supply of 
sensors, and that the geographic market is at least EEA -wide in scope.  
6. COMPETITIVE ASSESSMEN T: PRINCIPLES  
(201)  Under paragraphs 2 and 3 of Article 2 of the Merger Regulation, the Commission 
must assess whether a proposed concentration would significantly impede effective 
competition in the internal market or in a substantial part of it, in particular through 
the creation or strengthening  of a dominant position. In this respect, a merger may 
entail horizontal and/or vertical and/or conglomerate effects.  
(202)  Horizontal effects are those deriving from a concentration where the undertakings 
concerned are actual or potential competitors of each ot her in one or more of the 
relevant markets concerned. Vertical effects are those deriving from a 
concentration where the undertakings concerned are active on different or multiple 
levels of the supply chain. Conglomerate effects are those deriving from a 
concentration where the undertakings concerned are active in closely related 
markets.  
6.1. Horizontal effects  
(203)  In addition to the creation or strengthening of a dominant position, the 
Commission’s Guidelines on the assessment of horizontal mergers under the 
 
42 Counc il Regulation on the control of concentrations between undertakings (the 
‘Horizontal Merger Guidelines’),224 distinguish between two main other ways in 
which concentrations between actual or potential competitors on the same relevant 
market may significantly  impede effective competition : 
(a) By eliminating important competitive constraints on one or more firms, 
which consequently would have increased market power, without resorting to 
coordinated behaviour (non -coordinated effects); and/or  
(b) By changing the nature of competition in such a way that firms that 
previously were not coordinating their behaviour are now significantly more likely 
to coordinate and raise prices or otherwise harm effective competition. A merger 
may also make coordination easier, more stable or more effective for firms which 
were coordinating prior to the merger (coordinated effects).225 
6.1.1.  Non-coordinated effects  
(204)  Generally, a merger giving rise to non -coordinated effects would significantly 
impede effective competition by creating or strengthenin g the dominant position of 
a single firm, one which, typically, would have an appreciably larger market share 
than the next competitor post -merger.226 
(205)  According to well -established case law, very large market shares – 50 % or more – 
may in themselves be evid ence of the existence of a dominant market position.227 
(206)  The overall concentration level in a market may also provide useful information 
about the competitive situation. In order to measure concentration levels, the 
Commission often applies the Herfindahl -Hirschman Index (‘HHI’). The HHI is 
calculated by summing the squares of the individual market shares of all the firms 
in the market. While the absolute level of the HHI can give an initial indication of 
the competitive pressure in a market post -merger, the c hange in the HHI (known as 
the ‘delta’) is a useful proxy for the change in concentration directly brought about 
by a merger.228 The Commission is unlikely to identify horizontal competition 
concerns in a market with a post -merger HHI below 1  000.229 Such mark ets 
normally do not require extensive analysis. The Commission is also unlikely to 
identify horizontal competition concerns in a merger with a post -merger HHI 
between 1 000 and 2 000 and a delta below 250, or a merger with a post -merger 
HHI above 2 000 and  a delta below 150, except where special circumstances are 
present.230 
                                                 
224  Official Journal C 31, 5.2.2004, paragraphs 5 -18. 
225  Horizontal Merger Guidelines, paragraph 22.  
226  Horizontal Merger Guidelines, paragraph 25.  
227  Jugdment of 28 April 1999, Endemol v Commission , T-221/95, [1999] ECR II -1299, paragraph 134, 
and Judgment of 25 March 1999 Gencor v Commission , T-102/96, [1999] ECR II -753, paragraph 
205. It is a distinct question whether a dominant position is created o r strengthened as a result of the 
merger.  
228  Horizontal Merger Guidelines, paragraph 16.  
229  Horizontal Merger Guidelines, paragraph 19.  
230  Horizontal Merger Guidelines, paragraph 20.  
 
43 (207)  Furthermore, non -merging firms in a given market can benefit from the reduction 
of competitive pressure that can result from a merger, since any price increase by 
merging firms may switch  some demand to rival firms, which, in turn, may find it 
profitable to increase their prices.231 
(208)  Mergers in oligopolistic markets involving the elimination of important 
competitive constraints that the parties previously exerted upon each other together 
with a reduction of competitive pressure on the remaining competitors may, even 
where there is little likelihood of coordination between the members of the 
oligopoly, also result in a significant impediment to competition. The Merger 
Regulation clarifies that all mergers giving rise to such non -coordinated effects 
shall also be declared incompatible with the internal market.232 
(209)  The larger the market share, the more likely a firm is to possess market power. 
Moreover, the larger the addition of market share, the mo re likely it is that a merger 
will lead to a significant increase in market power. The larger the increase in the 
sales base on which to enjoy higher margins after a price increase, the more likely 
it is that the merging firms will find such a price increa se profitable despite the 
accompanying reduction in output.233 
(210)  In evaluating the likelihood of non -coordinated effects potentially caused by a 
merger, it is important to assess to which extent the products of one merging party 
are close substitutes to the pr oducts of the merging firms than when they offer less 
close substitutes.234 
(211)  Customers may have difficulties in switching to other suppliers where only few 
alternative suppliers exist or where the customers would face substantial switching 
costs. Such custome rs are particularly vulnerable to price increases. In particular, 
this may be the case for customers that have used dual sourcing from the two 
merging firms as a means of obtaining competitive prices.235 
(212)  The Commission is unlikely to find that the merger wil l create or strengthen a 
dominant position or otherwise significantly impede effective competition when 
rival firms have available capacity and find it profitable to expand output 
sufficiently. In other words, the extent to which competitors to the merged entity 
constrain the merged entity from raising prices not only depends on the level of 
their spare capacity but also on whether these firms have the incentive to react 
aggressively to a post -merger price increase.236 
(213)  Some proposed mergers would, if allowed to proceed, significantly impede 
effective competition by leaving the merged firm in a position where it would have 
the ability and incentive to make the expansion of smaller firms and potential 
                                                 
231  Horizontal Merger Guidelines, paragraph 24.  
232  Horizontal Merger Guide lines, paragraph 25.  
233  Horizontal Merger Guidelines, paragraph 27.  
234  Horizontal Merger Guidelines, paragraph 28.  
235  Horizontal Merger Guidelines, paragraph 31.  
236  Horizontal Merger Guidelines, paragraph 33.  
 
44 competitors more difficult or otherwise restrict the ability of rival firms to 
compete.237 
(214)  In markets where innovation is an important competitive force, a merger may 
increase the firms’ ability and incentive to bring new innovations to the market 
and, thereby, the competitive pressure on rivals to innovate in that ma rket. 
Alternatively, effective competition may be significantly impeded by a merger 
between two important innovators, for instance between two companies with 
‘pipeline’ products related to a specific product market.238 
(215)  Potential competition must also be take n into account in any competitive 
assessment. Potential competition may lead to negative competition effects where 
(i) the potential competitor already exerts a significant constraining influence or 
where there is a significant likelihood that it would gro w into an effective 
competitive force (for example plans to enter a market in a significant way) ; and 
(ii) there is an insufficient number of other potential competitors, which could 
maintain sufficient competitive pressure after the merger.239 
(216)  Countervailin g buyer power should be understood as the bargaining strength that 
the buyer has vis -à-vis the seller in commercial negotiations due to its size, its 
commercial significance to the seller and its ability to switch to alternative 
suppliers.240 One source of c ountervailing buyer power would be if a customer 
could credibly threaten to resort, within a reasonable timeframe, to alternative 
sources of supply should the supplier decide to increase prices or to otherwise 
deteriorate quality or the conditions of deliv ery. This would be the case if the buyer 
could immediately switch to other suppliers, credibly threaten to vertically 
integrate into the upstream market or to sponsor upstream expansion or entry for 
instance by persuading a potential entrant to enter by co mmitting to placing large 
orders with this company.241 
(217)  Countervailing buyer power is, however, only possessed by a customer if it is of a 
certain size, it is of great commercial significance to the supplier and it has the 
ability to switch to alternative sup pliers. Moreover, even if some customers were to 
hold such countervailing buyer power, this is not sufficient. In addition, it is not 
enough that sufficient countervailing buyer power may exist pre -merger, it must 
continue to exist post -merger (removing a credible alternative supplier may reduce 
buyer power).242 
(218)  For entry to be considered a sufficient competitive constraint on the merging 
parties, it must be shown to be likely, timely and sufficient to deter or defeat any 
potential anti -competitive effects of  the merger.243 
                                                 
237  Horizontal Merger Guidelines, paragraph 36.  
238  Horizontal Merger Guidelines, paragraph 38.  
239  Horizontal Merger Guidelines, paragraph 60.  
240  Horizontal Merger Guidelines, paragraph 64.  
241  Horizontal Merger Guidelines, paragraph 65.  
242  Horizontal Merger Guidelines, paragraph 67.  
243  Horizontal Merger  Guidelines, paragraph 68.  
 
45 6.1.2.  Coordinated effects  
(219)  In some markets the structure may be such that firms would consider it possible, 
economically rational, and hence preferable, to adopt on a sustainable basis a 
course of action on the market aimed at selling at increased p rices through a 
coordination of their behaviour.244 A merger may increase the likelihood that firms 
are able to coordinate their behaviour and raise prices, even without entering into 
an agreement or resorting to a concerted practice within the meaning of Ar ticle 101 
TFEU. A merger may also make coordination easier, more stable or more effective 
for firms that were already coordinating before the merger, either by making the 
coordination more robust or by permitting firms to coordinate on even higher 
prices.245 
(220)  Coordination may take various forms, such as setting prices above the competitive 
level, limiting production or capacity, or dividing the market, for instance by 
geographic area or other customer characteristics, or allocating contracts in bidding 
markets .246 
(221)  Coordination is more likely to emerge in markets where it is relatively simple to 
reach a common understanding on the terms of coordination. In addition, three 
conditions are necessary for coordination to be sustainable. First, the coordinating 
firms mu st be able to monitor to a sufficient degree whether the terms of 
coordination are being adhered to. Second, discipline requires that there is some 
form of credible deterrent mechanism that can be activated if deviation is detected. 
Third, the reactions of  outsiders, such as current and future competitors not 
participating in the coordination, as well as customers, should not be able to 
jeopardise the results expected from the coordination.247 In applying those criteria, 
it is necessary to avoid a mechanical approach involving the separate verification 
of each of those criteria taken in isolation, while taking no account of the overall 
economic mechanism of a hypothetical tacit coordination.248 
(222)  For competitors to reach a common perception as to how the coordinat ion should 
work, coordinating firms should have similar views regarding which actions would 
be considered to be in accordance with the aligned behaviour and which actions 
would not.249 In particular, coordination by way of market division will be easier if 
customers have simple characteristics that allow the coordinating firms to readily 
allocate them. Such characteristics may be based on geography; on customer type 
or simply on the existence of customers who typically buy from one specific firm. 
Coordination  by way of market division may be relatively straightforward if it is 
easy to identify each customer’s supplier and the coordination device is the 
allocation of existing customers to their incumbent supplier.250 
                                                 
244  Horizontal Merger Guidelines, paragraph 39.  
245  Horizontal Merger Guidelines, paragraph 39.  
246  Horizontal Merger Guidelines, paragraph 40.  
247  Judgment of 6 June 2002, Airtours v Commission, T-342/99, EU:T:2002:146, paragraph 62 ; 
Horizontal Merger Guidelines, paragraph 41.  
248  Judgment in Bertelsmann and Sony Corporation of America v Impala , C-413/06 P, EU:C:2008:392, 
paragraph 125.  
249  Horizontal Merger Guidelines, paragraph 44.  
250  Horizontal Merger Guidelines, paragraph 46.  
 
46 (223)  Publicly available key information, exchange o f information through trade 
associations, or information received through cross -shareholdings or participation 
in joint ventures may also help firms reach terms of coordination.251 
(224)  Firms may find it easier to reach a common understanding on the terms of 
coordination if they are relatively symmetrical, especially in terms of cost 
structures, market shares, capacity levels and levels of vertical integration. 
Structural links such as cross -shareholdings or participation in joint ventures may 
also help in alignin g incentives among the coordinating firms.252 
(225)  Coordinating firms are often tempted to increase their share of the market by 
deviating from the terms of coordination, for instance by lowering prices, offering 
secret discounts, increasing product quality or ca pacity or trying to win new 
customers. Only the credible threat of timely and sufficient retaliation keeps firms 
from deviating. Markets therefore require sufficient transparency to allow the 
coordinating firms to monitor to a sufficient degree whether oth er firms are 
deviating, and thus know when to retaliate. Transparency in the market is often 
higher when the number of active participants in the market is lower. Further, the 
degree of transparency often depends on how market transactions take place in a 
particular market.253 
(226)  In some markets where the general conditions may seem to make monitoring of 
deviations from coordination difficult, firms may nevertheless engage in practices 
which have the effect of easing the monitoring task, even when these practice s are 
not necessarily entered into for such purposes. These practices, such as meeting -
competition or most -favoured -customer clauses, voluntary publication of 
information, announcements, or exchange of information through trade 
associations, may increase t ransparency or help competitors interpret the choices 
made. Cross -directorships, participation in joint ventures and similar arrangements 
may also make monitoring easier.254 
(227)  The possibility of retaliation is important for the stability of coordination. 
Coord ination is not sustainable unless the consequences of deviation are 
sufficiently severe to convince coordinating firms that it is in their best interest to 
adhere to the terms of coordination. It is thus the threat of future retaliation that can 
keep the c oordination sustainable. However the threat is only credible if, where 
deviation by one of the firms is detected, there is sufficient certainty that some 
deterrent mechanism will be activated.255 
(228)  Retaliation need not necessarily take place in the same market  as the deviation. If 
the coordinating firms have commercial interaction in other markets, these may 
offer various methods of retaliation.256 
                                                 
251  Horizontal Merger Guidelines, paragraph 47.  
252  Horizontal Merger Guidelines, paragraph 48.  
253  Horizontal Merger Guidelines, paragraphs 49 and 50.  
254  Horizontal Merger Guidelines, paragraph 51.  
255  Horizontal Merger Guidelines, paragraph 52.  
256  Horizontal Merg er Guidelines, paragraph 55.  
 
47 (229)  As regards the specific effects of a merger, a merger may increase the likelihood 
that firms are able to coordinate their behaviour and raise prices, even without 
entering into an agreement or resorting to a concerted practice within the meaning 
of Article 101 TFEU. A merger may also make coordination easier, more stable or 
more effective for firms that were already coo rdinating before the merger, either by 
making the coordination more robust or by permitting firms to coordinate on even 
higher prices,257 for example by facilitating the detection of deviation, limiting the 
ability and incentives of some market players to de viate and allowing more 
efficient retaliation.258 
6.2. Vertical effects  
(230)  In general, vertical mergers involve companies operating at different levels of the 
same supply chain. For instance, a vertical merger occurs when a manufacturer of a 
certain product merges w ith one of its distributors.  
(231)  Pursuant to the Non -Horizontal Merger Guidelines,259 vertical mergers do not 
entail the loss of direct competition between merging firms in the same relevant 
market , and provide scope for efficiencies.  
(232)  However, there are circums tances in which vertical mergers may significantly 
impede effective competition. This is in particular the case if they give rise to 
foreclosure.  
(233)  The Non -Horizontal Merger Guidelines distinguish between two forms of 
foreclosure: input foreclosure, where t he merger is likely to raise costs of 
downstream rivals by restricting their access to an important input, and customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base.  
(234)  Pursuan t to the Non -Horizontal Merger Guidelines, input foreclosure arises where, 
post-merger, the new entity would be likely to restrict access to the products or 
services that it would have otherwise supplied absent the merger, thereby raising its 
downstream ri vals’ costs by making it harder for them to obtain supplies of the 
input under similar prices and conditions as absent the merger.  
(235)  For input fo reclosure to be a concern, the m erged entity should have a significant 
degree of market power in the upstream ma rket. Only when the merged entity has 
such a significant degree of market power, can it be expected that it will 
significantly influence the conditions of competition in the upstream market and 
thus, possibly, the prices and supply conditions in the downst ream market.  
(236)  Pursuant to the Non -Horizontal Merger Guidelines, customer foreclosure may 
occur when a supplier integrates with an important customer in the downstream 
market and because of this downstream presence, the merged entity may foreclose 
access to  a sufficient customer base to its actual or potential rivals in the upstream 
market (the input market) and reduce their ability or incentive to compete, which, 
                                                 
257  Judgment in Bertelsmann and Sony Corporation of America v Impala , C-413/06 P, EU:C:2008:392, 
paragraph 122; Horizontal Merger Guidelines, paragraph 39.  
258  Horizontal Merger Guidelines, paragraph 42.  
 
 
48 in turn, may raise downstream rivals' costs by making it harder for them to obtain 
supplies of the input under similar prices and conditions as absent the merger. This 
may allow the merged entity to profitably establish higher prices on the 
downstream market.  
(237)  For customer foreclosure to lead to consumer harm, it is thus not necessary that the 
merge d entity's rivals are forced to exit the market. The relevant benchmark is 
whether the increased input costs would lead to higher prices for consumers.  
6.3. Conglomerate effects  
(238)  Conglomerate mergers consist of mergers between companies that are active in 
closel y related markets, for instance suppliers of complementary products or of 
products which belong to a range of products that is generally purchased by the 
same set of  customers for the same end use . 
(239)  Pursuant to the Non -Horizontal Merger Guidelines, in most circumstances, 
conglomerate mergers do not lead to any competition problems.  However, 
foreclosure effects may arise when the combination of products in rel ated markets 
may confer on the merged entity the ability and incentive to leverage a strong 
market po sition from one market to another closely related market by means of 
tying or bundling or other exclusionary practices .  
(240)  The Non -Horizontal Merger Guidelines distinguish between bundling, which 
usually refers to the way products  are offered and priced by t he merged entity and 
tying, usually referring to situations where customers that purchase one good (the 
tying good) are required to also purchase another good fr om the producer (the tied 
good) .  
(241)  Within bundling practices, a distinction is also made between  pure bundling and 
mixed bundling. In the case of pure bundling the products are only sold jointly in 
fixed proportions. With mixed bundling the products are also available separately, 
but the sum of the stand -alone prices is higher than the bundled price.   
(242)  Tying can take place on a technical or contractual basis. For instance, technical 
tying occurs when the tying product is designed in such a way that it only works 
with the tied product (and not with the alternatives offered by competitors).  
(243)  While tying and bundling have often no anticompetitive consequences, in certain 
circumstances such practices may lead to a reduction in actual or potential 
competitors' ability or incentive to compete. This may reduce t he competitive 
pressure on the merged entity allo wing it to increase prices or deteriorate supply 
conditions in other ways.  
(244)  In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged firm would have the ability to foreclose its rivals , second, 
whether it would hav e the economic incentive to do so  and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, 
thus causing harm to consumers. In practice, these factors are often examined 
together as they are closely intertwined  
 
49 7. COMPETITIVE ASSESSMEN T: NON-COORDINATED EFFECTS  
(245)  The Transaction gives rise to horizontally affected markets in various types of 
automatic pedestrian doors  (i.e. swing, sliding and revolving) , industrial doors 
(high -speed)  and after -sales services (for auto matic pedestrian and industrial 
doors), as well as to non -horizontal links between  the upstream supply of spare 
parts and downstream supply of after -sales services, and the  upstream supply of 
locks and access control systems  and the downstream markets for automatic 
pedestrian doors and industrial doors . 
7.1. Introduction to the market shares methodology  
(246)  As a preliminary introduction to the assessment of both the horizontal overlaps and 
the non -horizontal links created by the Transaction, the Commission notes th at it is 
relevant to consider various measures of market shares in this case.  
(247)  For the purpose of this decision , the Commission considers  that a vol ume-based 
measure based on the number of operators sold by each supplier in the market is a 
more reliable mea sure of the importance of a particular supplier compared t o a 
value -based measure.  In this regard, the Commission notes that operators may be 
sold either as part of a complete door set or as a standalone basis and that the 
inclusion of a door leaf and fram e may entail a significantly different value.  In 
relation to  complete door sets, moreover, the value may depend upon different 
features, such as the size or type of material.  
(248)  As explained in paragraph (71) above, the Commission  will conduct its competitive 
assessment based on an OEM -level approach, which includes sales by OEMs -only 
to both end -customers and non -integrated suppliers. In turn, the Commission will 
factor in its assessment the existence of different sale channels , and will thus also 
consider OEM sales to non-integrated suppliers and OEM  sales to end -customers , 
as relevant metrics.  
 
7.2. Automatic pedestrian doors  
(249)  The Transaction gives rise to horizontally affected markets in  swing, sliding, 
revolving and hermetic doors.260.  
(250)  As explained in paragraph (71) above, the Commission considers appropriate to 
conduct its competitive assessment for automatic pedestrian doors based on an 
OEM -level approach, which includes market shares reflecting sales by OEMs -only 
to both end -customers and non -integrated suppliers. Based on this approach, the 
Commission carried out a market reconstruction based on actual sales volumes of 
OEMs in order to determine the actual position of the combined entity in the 
automatic  pedestrian doors markets. Table 1 below provides an overview of all 
affected markets in swing, sliding and revolving doors  according to the 
Commission’s market reconstruction . 
                                                 
260  The T ransaction does not give rise to horizontal overlaps in semi -hermetic doors.  

 
51 resort to alternative sources of s upply269. The Notifying Party reiterates these same 
arguments for all affected markets in automatic pedestrian doors.  
7.2.2.  Commission’s assessment: overview of the m arket dynamics across different 
national markets in the EEA  
(253)  While the markets for automatic pedest rian doors are national in scope, certain 
market features are similar, if not identical, in all the automatic pedestrian door 
product markets  within the EEA. These features include: (i) the Parties’ position of 
leadership; (ii) the fact that the markets ar e already concentrated pre -Transaction; 
(iii) the closeness of competition between the Parties; (iv) the strong scale -effects  
and the high barriers to entry and  to expansion; (v) the importance of having a 
broad portfolio; and (vi) the limited  buyer power.   
(254)  Given that the conditions of competition are similar in each Member State, the 
Commission will first describe the common market features to all  the automatic 
pedestrian door product markets across the EEA in Sections 7.2.2.1  to 7.2.2.6  
below. The Commission will then assess the impact on competition of the 
Transaction in each affected market in Section 7.2.3  below . 
7.2.2.1.  Leadership position of the Parties  in automatic pedestrian  doors  across the EEA  
(255)  The Parties consider themselves as leading players in automatic pedestrian doors 
across the EEA . This is supported by the market investigation, as well as the 
Parties’ public declarations and internal documents.  
(256)  At the EEA -level, a va st majority of competitors and non -integrated suppliers 
submitted that there is an established market leader in the supply of automatic 
pedestrian doors.270 The vast majority of respondents that expressed an opinion on 
this point  submitted that Assa Abloy is the current EEA market leader.271 Agta 
Record is also considered as an EEA market leader by several non -integrated 
suppliers.272 This leadership position is likely to increase following the 
Transaction. In this regard, a non -integrated supplier submitted that  ‘Assa Abloy 
will then control most brands on the market. The products will be outsourced and 
some will disappear from the market. With the acquisition of Agta Record by Assa 
Abloy, they will get the market leader position in most products ’.273 
(257)  At national l evel, a vast majority of competitors submitted that there are national 
market leaders for the supply of automatic pedestrian doors. Several respondents  
consider ed Agta Record to be a leader in France  and in Switzerland and Assa 
Abloy to be a leade r in the Netherlands and in the Nordics.274 
                                                                                                                                                      
268  Form CO, paragraphs 937 to 940.  
269  Form CO, paragraphs 941 to 942.  
270  Questionnaire 1 to competitors, question 23; and Questionnaire 3 to non -integrated suppliers, 
question 51.  
271  Questionnaire 1 to competitors, question 23.1; Question naire 2 to end -customers, question 19; and 
Questionnaire 3 to non -integrated suppliers, question 31.  
272  Questionnaire 3 to non -integrated suppliers, question 31.  
273  Questionnaire 3 to non -integrated suppliers, question 58.  
274  Questionnaire 1 to competitors , question 23.5; and Questionnaire 3 to non -integrated suppliers, 
question 31.5.  
 
52 (258)  This leadership position is extensively documented in the Parties’ internal 
documents. In this regard, Assa Abloy openly considers itself as having a ‘market 
leader position in th [e] market [for automatic pedestrian doors] ’275 and one of the 
vastest product offerings  in the market .276 Assa Abloy’s earning calls with its 
investors reflect that, as ‘the market leader, often, [they]  are the first one coming 
with price increase, and [they]  see that the market follows.  […] When we in crease 
prices today, they follow ’.277 Moreover, Assa Abloy recognises in its internal 
documents its ambition to  ‘be the world -leader, most successful and innovative 
provider of total door opening solutions ’.278 
(259)  In an internal document prepared in September 201 8 for the purpose of the 
Transaction  and presented by Agta Record’s CEO, CFO and CMO , Agta Record 
consider ed that the Parties , together  with [third party OEM of automatic pedestrian 
doors ], belong to the ‘tier 1’ of automatic pedestrian doors players  (See Figure 5 
below).279  
Figure 5 – The Parties belong to tier 1 of automatic pedestrian doors  
[figure from internal document showing twelve OEMs of automatic pedestrian doors and 
eight suppliers of access security products divided into three tiers, where Assa Abloy and 
Agta Record are listed as “tier 1” for automatic pedestrian doors together with one other 
OEM, and where Assa Abloy is the only supplier listed as “tier 1” for access security 
marke t] 
 
Source: [AA’s internal documents] .  
(260)  In the same vein, an internal document from Assa Abloy submitted to its CEO 
discuss ing the potential acquisition of Agta Record and appears to regard Agta 
Record as belonging to the tier 1 category.280 
(261)  In an internal d ocuments from Assa Abloy submitted to its CEO discussing the 
potential acquisition of Agta Record, Assa Abloy considered that ‘Agta Record has 
always [Assa Abloy states that Agta Record is an attractive target ]’.281 In an 
internal document submitted to Assa Abloy’s board of directors, it was considered 
that Agta Record’s attractiveness would lie upon its ‘[s]trong market position in 
Europe’ , as well as its ‘[s]trong brand and service business’ .282 Yet another 
                                                 
275  ASSA ABLOY AB (publ) – Analyst_Investor Day (14 November 2018), slide 4.  
276  ASSA ABLOY AB (publ) – Analyst_Investor Day (14 November 2018), slide 4 . During this same 
invest or earning call, reference was also made to ‘our market leader position in that market ’; ‘we 
are the leader in most markets ’; ‘we, being the market leader, often, we are the first one [s] coming 
with price increases ’. 
277  ASSA ABLOY AB (publ) – Analyst_Inves tor Day, slide 11.  
278  Form CO, AA10, slide 10 . 
279  Form CO, 201809_Petrus_MP_AA (002), slide 44.  
280  Form CO, AA09, 13 August 2018, slide 4. Original quote: ‘[i]f we do not buy Agta Record we shall 
look at tier 2 PDS  companies in Europe like [name of three third party OEMs of automatic 
pedestrian doors ] and others ’. 
281  Form CO, AA15, 7 December 2018, slide 2.  
282  Form CO, AA04, 3 October 2018, slide 1.  
 
53 internal document considered Agta Record to possess a ‘very strong brand with 
high value’ .283  
(262)  Due to Agta Record’s perceived value, Assa Abloy regarded the Transaction in 
internal documents submitted to its board of directors as an opportunity to 
‘reinforce [] its leadership in automated doors’284 and as ‘a one  off chance to 
become a strong number one in pedestrian doors’ .285 In an internal document 
submitted to its CEO, Assa Abloy considered that the Transaction would 
strengthen its ‘ AAES market position within Pedestrian doors ’286 and ‘give AAES 
access to a compan y with a strong market position and an attractive product 
portfolio’ .287 
7.2.2.2.  The automatic pedestrian door industry is already  concentrated pr e-Transaction  
(263)  As explained in paragraph (54) above, entrance automation systems OEMs active 
in the EEA  have different geographical footprints. Some OEMs are present EEA -
wide, whereas others have activities only in certain Member States. The Parties 
offer automatic pedestrian doors across the EEA, while their competitors may only 
offer a range of products or be active only in parts of the EEA. Non -integrated 
suppliers are for the most part active only at national or local level.  
(264)  While t he automatic door industry is already very concentrated , the Transaction 
would further reduce the number of EEA -level players  from four to three for 
swing , sliding doors and revolving doors.  
(265)  In swing doors, the combined entity and the two largest remaining competitors 
would together account for more than 75% of the total market’s sa les volume (Assa 
Abloy: 10 -20%; Agta  Record: 10 -20%; Dormakaba: 30 -40%; and Geze: 10 -
20%).288 No other supplier would account for more than 5% of the market. These 
figures are consistent with the Parties’ estimates.  
(266)  In sliding doors, the combined entity and the two largest remaining competitor s 
would together account for 52% of the total market’s sales volume (Assa Abloy: 
10-20%; Agta Record: 10 -20%; Geze: 10 -20%; and Dormakaba: 10 -20%).289 No 
other supplier would account for more than 5 -7% of the market. These figures are 
consistent with the Par ties’ estimates.290 
(267)  In revolving doors, the combined entity and the two largest remaining competitors 
would together account for 59% of the total market’s sales volume (Assa Abloy: 
10-20%; Agta Record: 5 -10%; Boon Edam: 20 -30%; and Dormakaba: 10 -20%.291 
No oth er supplier would account for more than 5 -6% of the market.  These figures 
are consistent with the Parties’ estimates.  
                                                 
283  Form CO, AA10, 21 September 2018, slide 25.  Internal document submitted to the CEO of AAES.  
284  Form CO, AA05, 26 September 2018, slide 23.  
285  Form CO, AA09, 13 August 2018, slide 4.  
286  Form CO, AA11, 2 September 2018, slide 3.  
287  Form CO, AA11, 2 September 2018, slide 3.  
288  Commission’s market reconstruction.  
289  Commission’s market reconstruction.  
290  Form Co,  Annex 7.2.  
291  Commission’s market reconstruction.  
 
54 (268)  The Parties’ internal documents also reflect the concentrated degree of the 
automatic pedestrian door industry. In this regard, an interna l document from Assa 
Abloy shows that Assa Abloy, Agta Record, Dormakaba and Geze would together 
hold 72% of the swing door and sliding door market in Europe  (See  Figure  6 
below) .292 
 Figure 6 – The four main industry players hold 72% of the swing and sliding door 
markets  
[figure from internal document showing that the four main industry players hold 72% of the 
swing and sliding door markets]  
 
Source: Form CO, 5(4) documents,  AA11 slide 17  
(269)  Over the course of the market investigation, various competing OEMs, a majority 
of non-integrated suppliers  and a core group of end -customers have raised 
significant concerns regarding t he increased concentration brought about by the 
Transaction. These concer ns relate to the risk that the Transaction would lead to 
likely increases in the price of automatic pedestrian doors.293 
7.2.2.3.  The Parties are close competitors  
(270)  The Commission notes at the outset that t he Parties have  comparable  business 
models , which  is extensive ly reflected in the Parties’ internal documents prepared 
for the Transaction. In this regard, an internal document from Assa Abloy 
considers Agta Record’s ‘[Agta Record’s business plans ]’ as a ‘key rationale’ for 
its acquisition.294 The Transaction is seen to this effect as being  ‘highly synergetic 
given overlapping sales, services, product, and infrastructure’ .295 
(271)  The Commission moreover notes that rivalry between Assa Abloy and Agta Record 
appears to have been an important source of competition on the markets  for 
automatic pedestrian doors prior to the Transaction. As indicated in paragraph 
(259)  above, in their internal documents prepared for the Transaction the Parties 
regard each other , together with Dormakaba,  as belonging to the reduced group of 
‘tier 1’  players in the overall market for automatic pedestrian doors.296 Assa Abloy 
considers in its internal documents that  [names of three third party OEMs of 
automatic pedestrian doors ] belong  to a ‘tier 2’  category of players297, while Agta 
Record places [names of four third party OEMs of automatic pedestrian doors ] 
within this group298. 
(272)  As explained in paragraph 77 above, the Commission considers that OEMs may 
have a competitive advantage over non -integrated suppliers and, therefore, exer cise 
                                                 
292  Form CO, AA11, slide 17.  
293  Questionnaire  1 to competitors, questions 44 to 47; Questionnaire 2 to end -customers, questions 42 
to 46.  
294  Form CO, AA05, slide 23. ‘Amanda’ is the term used to describe A gta Record and ‘Athena’ 
describes Assa Abloy.  
295  Form CO, AA05, slide 23.  
296  Form CO, 201809_Petrus_MP_AA (002), slide 44.  
297  Form CO, AA09, slide 4 . 
298  Form CO, AA11, slide 17.  
 
55 a more distant competitive constraint on the Parties’ activities. In particular, non -
integrated suppliers are dependent on the OEMs’ input and the market investigation 
revealed that OEMs are considered as having competitive advantages over non -
integra ted suppliers for larger customers and larger projects. Hence, competition 
appears to be closer between the reduced pool of OEMs in the market.  
(273)  Moreover, both Assa Abloy and Agta Record belong to a restricted group of OEMs 
having a broad portfolio of produ cts across all the automatic pedestrian door 
product markets. In this regard, Assa Abloy considers itself as having one of the 
vastest product offerings in the market299 and Agta Record as having an ‘attractive 
product portfolio’ .300 
(274)  The perceived closeness of  competition between the Parties further explains why 
their ordinary course of business documents closely monitor each other’s behaviour 
in the market. By way of example, internal document s from Assa Abloy describing 
the ‘ negative indicators of the general  business climate’ in automatic pedestrian 
doors listed  ‘Record [as being ] [Agta Record’s sales strategy ]’301 or ‘Record [as 
being]  [Agta Record’s sales strategy ]’302. 
(275)  The results of the market investigation have  consistently considered the Parties as 
close co mpetitors in all the automatic pedestrian door product markets . In this 
regard, a majority of respondents submitted  that Assa Abloy would  be the closest 
competitor to Agta Record in both swing and sliding doors.303 The feedback in 
relation to revolving doors  has nevertheless been more mixed : while a majority of 
competitors consider ed that Boon Edam would be  the closest competitor  to the 
Parties in revolving doors304, a majority of end -customers and non -integrated 
suppliers submitted  that Assa Abloy would be  the closest competitor to Agta 
Record.305 
(276)  Moreover, a vast majority of competitors and non -integrated suppliers, as well as a 
majority of end -customers indicated  that the Parties offer rather comparable 
products  from a technical point of view .306 In this regard, a competing OEM 
submitted that ‘[t]he product ranges of the various Assa Abloy brands and Recod 
ones are similar concerning weight capacity, dimensions of the operators, 
functionality, etc. ’.307  
                                                 
299  Form CO, ASSA ABLOY AB (publ) – Analyst_Investor Day (14 November 2018), slide 4 . During 
this same investor earning call, reference was also made to ‘our market leader position in that 
market ’; ‘we are the leader in most markets ’; ‘we, being the market leader, often, we are the first 
one[s] coming with price increases ’. 
300  Form  CO, AA11, slide 3.  
301  Form CO, AA107, slide 5.  
302  Form CO, AA102, 73 . 
303  Questionnaire 1 to competitors, question 26; Questionnaire 2 to end -customers, question 22; and 
Questionnaire 3 to non -integrated suppliers, question 34.  
304  Questionnaire 1 to compet itors, questions 25 and 26.  
305  Questionnaire 2 to end -customers, question 22; and Questionnaire 3 to non -integrated suppliers, 
question 34.  
306  Questionnaire 1 to competitors, question 27.3; Questionnaire 2 to end -customers, question 23.3; and 
Questionnaire  3 to non -integrated suppliers, question 23.3.  
307  Questionnaire 1 to competitors, question 27.3.1.  
 
56 (277)  The Parties also appear to be close innovative competitors. Contrary to the 
Notifying Party’s argument  that innovation ‘plays a minor role’308, a majority of 
respondents considered innovation to be ‘important’ or ‘very important’ in the 
market for automatic pedestrian doors.309 A majority of respondents further  
submitted  that both Assa Abloy and Agta Record are particularly innovative 
suppliers of automatic pedestrian doors.310 In this regard, a competing OEM 
submitted that ‘[b]oth suppliers launch regularly new products with new product 
features and new services’ , while an other one indicated that the Parties ‘are known 
in the market as being innovative companies ’.311 
(278)  The Parties are also perceived as having particularly strong brands in the market for 
automatic pedestrian doors. C ontrary to the Notifying Party’s argument that  ‘brand 
recognition is low among end users’312, a majority of competitors and non -
integrated suppliers, as well as an im portant number of end -customers  respondents 
considered brand awareness to be ‘important’ or ‘very important’ in the market for 
automatic p edestrian doors.313 In this regard, an end -user submitted that known 
brands are believed to have more operational reliability and reliable service.314 A 
competing OEM explained that ‘[b]randing activity is very important because this 
is a niche industry where companies cannot spend the huge amount of money the 
multinational groups spend for mass market products’ .315 Other respondents stated 
that ‘[b]rand awareness is important as products are specified during the design 
process’  and, given automatic pedestrian do ors are ‘only a small part of a building, 
the designer is more likely to select an easy pick - that's top of mind’ .316 In this 
sense, ‘[a]rchitects  and Planer rely very much on brands’ .317 Furthermore, a vast 
majority of respondents submitted that Assa Abloy h as particularly strong brands 
as a supplier of automatic pedestrian doors and a majority of respondents submitted 
that this is also the case for Agta Record.318 Consistently with the notion that the 
Parties and Dormakaba are ‘tier 1’ players, a  competing OEM  indicated  that 
‘[m]ost of the end customers we supply with our access control solutions refer to 
either Assa Abloy or Agta Record or DormaKaba as their reference supplier with 
regards to automatic pedestrian doors ’.319 
                                                 
308  Form CO, paragraph 575.  
309  Questionnaire 1 to competitors, question 28; Questionnaire 2 to end -customers, question 24; and 
Questionnaire 3 to non -integrat ed suppliers, question 24.  
310  Questionnaire 1 to competitors, question 28.4; Questionnaire 2 to end -customers, question 24.4; and 
Questionnaire 3 to non -integrated suppliers, question 24.4.  
311  Questionnaire 1 to competitors, question 28.4.1.  
312  Form CO, pa ragraph 575.  
313  Questionnaire 1 to competitors, question 29; Questionnaire 2 to end -customers, question 25; and 
Questionnaire 3 to non -integrated suppliers, question 37.  
314  Ques tionnaire 2 to end -customers, question 25.1. Original quote in German: ‘[b]ei bekannten 
Marken vermutet man mehr Betriebssicherheit und einen zuverlässigen Service’.  
315  Questionnaire 1 to competitors, question 29.  
316  Questionnaire 1 to competitors, question 29.  
317  Questionnaire 1 to competitors, question 29.  
318  Questionnaire 1 to com petitors, question 28.4; Questionnaire 2 to end -customers, question 25.3; and 
Questionnaire 3 to non -integrated suppliers, question 37.3.  
319  Questionnaire 1 to competitors, question 28.4.1.  
 
57 7.2.2.4.  Strong scale  effects  and barriers to e ntry 
(279)  A vast majority of OEMs and a majority of non -integrated suppliers having 
expressed an opinion in the market investigation  on that point  submitted that the 
overall size of an OEM’s installed base of automatic pedestrian doors ( including all 
the automa tic pedestrian door product markets ) is a si gnificant competitive 
advantage .320 In this regard, a non -integrated supplier submitted that ‘[a] large 
OEM has immense buying power and the ability to move manufacturing to more 
economic areas keeping their own co sts lower whilst keeping the sales cost to 
competitors at a premium’321, while a competitor  explained that ‘[a] higher 
installed base allows an over proportional growth in cost efficiency’ .322 
(280)  Given that scale represents a  significant competitive advantage, ma rket shares may 
not fully capture the potential for expansion and growth in the industry of 
automatic pedestrian doors. A competing OEM expressed in this regard that ‘[t]he 
market share of an automatic door manufacturer is measured by the market share 
of the annual sales but more importantly by the number of the installed doors that 
gives a sort of brand reputation’ .323  
(281)  However, since no exact information exists regarding the size of the installed base 
of manufacturers, the Commission will us e the OEM’s mark et shares of sales as a 
proxy for this measure. The Commission believe s it is reasonable to approximate 
installed base with market shares of sales because both Parties are consistently 
considered to be ‘Tier 1 ’ suppliers (and Assa Abloy is considered to be  the leader) 
and their market presence has remained consistent over the past years . Therefore, 
going forward, when referring to size of the Parties’ installed base the Commission  
will rely on the approximation provided by their shares of sales.  
(282)  A large sca le also enables the Parties to compete for larger customers and projects. 
In this regard, customers indicated that ‘a large installed base has probably a 
better and faster service team per country, and hence can answer service calls 
faster and more profess ional’ , or that ‘[b]ecause the bigger [OEMs]  are, the more 
chances of having better services and in more areas they can give us’ .324 A 
customer indicated that they preferred a ‘company to have national coverage to 
have low cost of servicing’ .325 Given these pr eferences among customers, a 
competing OEM pointed out that ‘[c]ustomers are more and more looking for 
complete solutions and overall projects have increasingly large dimensions, which 
makes competing with OEMs like ASSA ABLOY increasingly difficult ’.326 
(283)  Overall, the Parties’ combined installed base has raised concerns from a number of 
marke t participants. A competitor explained to the Commission that it ‘[was]  
particularly concerned by  […] the increase of the Parties’ base of installed doors, 
                                                 
320  Questionnaire 1 to competitors, question 36; Questionnaire 3 to  non-integrated suppliers, question 
47. 
321  Questionnaire 3 to non -integrated suppliers, question 47.1.  
322  Questionnaire 1 to competitors, question 36.1.  
323  Questionnaire 1 to competitors, question 36.1.  
324  Questionnaire 2 to end-customers, question 33.1.  
325  Questionnaire 2 to end-customers, question 33.1.  
326  Minutes of a call with a competitor of 30 October 2019, paragraph 8.  
 
58 which translate d into a bigger profitable growth ’.327 Following the Transaction, 
market participants expect the combined entity to leverage its larger installed based 
into a stronger market position. In this regard, a  competing OEM expressed that 
‘[they]  expect a combined business of Agta Record and Assa Abloy to gain a more 
significantt market position, based on larger combined market shares and going 
forward better means to gain further market share’ .328 A trade organisation further 
expressed that ‘[t]he bigger you are the best price you will be able to have from the 
suppliers, in this way your costs will be lower than your competitor and you can 
lead the market with lower prices’ .329 
(284)  Scale and brand awareness are two of the factors that strongly contribute to high 
barriers to  entry in the automatic pedestrian door industry. In this regard, a  majority 
of respondents to the market investigation submitted that barriers to entry into the 
supply of automatic pedestrian doors is either ‘significant’ or ‘very significant’.330 
A broad n umber of respondents considered in this sense  that scale, together with 
brand awareness ( see paragraph (278)  above), constitute major barrier s to entry  in 
automatic pedestrian doors . Among other respondents, an end-customer indi cated 
that ‘the main barrier to entry is the lack of existing installations. Thus it is nearly 
impossible, to show the reliability of a new supplier’  and that ‘[i]t is very difficult 
to enter into the field of automatic doors. The ability and costs require d to submit 
tenders, conform to regulations, gain industry and safety accreditation is likely to 
inhibit smaller companies’ .331 A competing OEM further submitted that 
‘[b]arr[i]ers are very significant in terms of brand, in te [r]ms of customer base 
[and in t he] number of servicing contracts’ .332 A non -integrated supplier in turn 
submitted that ‘[s]ome producers are already so big it is very difficult to compete 
them’ .333 
(285)  Given the high barriers to entry due to scale and brand awareness, a vast majority 
of respond ents having expressed an opinion in the market investigation submitted 
that they do not expect new entrants to start supplying automatic pedestrian doors 
(including swing, slidin g, revolving or specialty doors)  in the EEA in the next two 
to three years .334 
(286)  A number of competitors confirmed the Notifying Party’s argument that there 
would be no significant capacity constraints in the automatic pedestrian door 
industry. A majority of OEMs expressing an opinion in the market investigation 
submitted that they woul d be able to increase their production without having to 
incur into major investments if demand for their products were to increase.335 In 
this regard, competitors submitted that ‘capacity is never a restriction’336 for the 
                                                 
327  Minutes of a call with a competitor of 14 August 2019,  paragraph 29.  
328  Questionnaire 1 to competitors, question 73.  
329  Questionna ire 1 to competitors, question 30.1.  
330  Questionnaire 1 to competitors, question 43.2; Questionnaire 2 to end -customers, question 41.2; and 
Questionnaire 3 to non -integrated suppliers, question 54.2.  
331  Questionnaire 2 to end -customers, question 41.2.1.  
332  Questionnaire 1 to competitors, question 43.2.1.  
333  Questionnaire 3 to non -integrated suppliers, question 54.2.1.  
334  Questionnaire 1 to competitors, question 43; Questionnaire 2 to end -customers, question 41; and 
Questionnaire 3 to non -integrated supplier s, question 54.  
335  Questionnaire 1 to competitors, question 31.  
336  Minutes of a call with a competitor of 9 August 2019, paragraph 12.  
 
59 production of automatic pedestrian d oors, given that  ‘only a fairly simple set of 
equipment and manpower is required to manufacture new automatic doors’ .337 A 
competing OEM submitted that, while ‘challenging’ , it would be able to double 
production if the demand for its products were to increas e.338 
(287)  Overall, while there appear to be limited restrictions for OEMs to increase their 
production, the Commission notes that the automatic pedestrian door industry is 
characterised for having very high barriers to entry.  
7.2.2.5.  The importance of having a broad por tfolio  
(288)  The Transaction would combine the Parties’ already broad product portfolios. As 
explained in paragraph (273)  above, this is at the outset an element pointing 
towards closeness of competition between the Parties in the sup ply of automatic 
pedestrian doors. A competitor expressed in this regard that ‘[i]n the future, [it] 
foresees that it will not be able to match the broad offer that the combined entity 
will be able to offer. While ASSA ABLOY already has a very broad produc t 
offering, adding Agta gives it for example a strong market position in one -way 
security corridors which ASSA ABLOY currently does not have’.339 
(289)  A majority of OEMs and non -integrated suppliers having expressed an opinion in 
the market investigation submitte d that the size of a supplier’s product portfolio is 
either ‘important’ or ‘very important’ to be competitive in the business of 
supplying automatic pedestrian doors.340  
(290)  In particular, offering a broad portfolio allows OEMS to ‘act as a one -stop-shop 
for al l types of automatic pedestrian doors’ .341 As a competing OEM explained: 
‘[i]n an individual construction project, there are often several types of products 
that are included, so to have a wider scope of products means a better competitive 
positioning as the  customers tend to prefer having less suppliers’ . This complete 
range of products ‘is very important to present a global proposal to the market. The 
same importance is related to the various product certifications ’.342 
(291)  OEMs may also make use of a broad portf olio to block its competitors. As a 
competing OEM puts it ‘[t]he broader the portafolio is, the fullness of the customer 
needs you may supply, and largest customers you can attend, blocking other 
brands to achieves same customers ’.343 
(292)  A majority of OEMs and non-integrated suppliers submitted that the practice of 
bundling (i.e, selling together at a discount) the supply of different types of 
automatic pedestrian doors (for instance, swing doors with sliding doors)  from the 
                                                 
337  Minutes of a call with a competitor of 9 August 2019, paragraph 20.  
338  Minutes of a call with a competitor of 14 Aug ust 2019, paragraph 14.  
339  Minutes of a call with a competitor of 30 October 2019, paragraph 21.  
340  Questionnaire 1 to competitors, question 30; and Questionnaire 3 to non -integrated suppliers, 
question 38.  
341  Questionnaire 1 to competitors, question 30.1.  
342  Questionnaire 1 to competitors, question 30.1.  
343  Questionnaire 1 to competitors, question 30.1.  
 
60 same supplier is ‘frequent’ or ‘commo n’.344 End-customers also indicated that they 
‘frequently’ procure different types of automatic pedestrian doors together from the 
same supplier as a bundle.345 
7.2.2.6.  Limited  buyer power  
(293)  The Commission notes at the outset that the demand base for automatic pedestria n 
doors is very fragmented. In this regard, most sales consist in one -off sales to 
smaller customers or contractor for a specific project, with only some customers 
resorting to framework agreements.346 
(294)  Moreover, c ustomers do not appear to be especially sophi sticated in the industry of 
automatic pedestrian doors. A majority of respondents having expressed  an opinion 
in the market investigation submitted that end -customers generally rely on 
suppliers to advise them on the best solutions for their automatic pede strian door 
requirements.347 This statement was supported, in particular, by a number of large 
customers belonging to the supermarket , large distribution, healthcare, 
pharmaceutical or transport segments. In this regard, a competing OEM indicated 
that ‘[c]ustomers are not so knowledgeable about technical properties of automatic 
pedestrian doors and tend to rely on suppliers with strong reputation brand as 
trusted advisors ’.348 Furthermore, a majority of competitors and non -integrated 
suppliers, as well as a sig nificant number of end -customers, indicated that when 
procuring automatic pedestrian doors (including swing, sliding or revolving doors), 
customers usually do not factor the overall costs over the life cycle of the doors in 
question.349  
(295)  A number of responde nts also pointed towards the influence of architects and 
planners in deciding the automatic pedestrian door to use in a particular building350, 
which – as explained in paragraph (36) above – are targeted by OEMs to include in 
the specifications of a building technical requirements or references to a particular 
supplier’s product, or to mention a particular brand or simply dimension door 
openings in a way that suits them better than other potential OEMs.   
(296)  Overall, the Commission not es that customers do not appear to have a significant 
bargaining strength vis -à-vis suppliers of automatic pedestrian doors due to their 
size or commercial significance , given (i) the highly fragmented demand base for 
automatic pedestrian doors; and (ii) t he fact that customers are generally not 
sophisticated buyers . 
                                                 
344  Questionnaire 1 to competitors, question 30.2; and Questionnaire 3 to non -integrated suppliers, 
question 38.2.  
345  Questionnaire 2 to end -customers, ques tion 27.2.  
346  Form CO, paragraph 244.  
347  Questionnaire 1 to competitors, question 33; Questionnaire 2 to end -customers, question 30; and 
Questionnaire 3 to non -integrated suppliers, question 44.  
348  Questionnaire 1 to competitors, question 33.  
349  Questionna ire 1 to competitors, question 35; Questionnaire 2 to end -customers, question 32; and 
Questionnaire 3 to non -integrated suppliers, question 46.  
350  Questionnaire 1 to competitors, question 38; Questionnaire 2 to end -customers, question 35; and 
Questionnaire  3 to non -integrated suppliers, question 49.  
 
61 7.2.3.  Assessment of potential horizontal non -coordinated effects on the national markets 
for the manufacture and supply of automatic pedestrian doors  
(297)  As indicated in Table 1 above  and according to the Commission’s market 
reconstruction , the Transaction gives rise to 14 horizontally affected national 
markets in swing doors, 19 horizontally affected national markets in sliding doors , 
6 horizontally affected natio nal markets in revolving doors  and 3  horizontally 
affected national markets in hermetic doors . 
(298)  As explained in paragraph (71) above, the Commission considers appropriate to 
conduct its competitive assessment for automatic pedest rian doors based on an 
OEM -level approach, which includes market shares reflecting sales by OEMs -only 
to both end -customers and non -integrated suppliers. Moreover, and as explained in 
paragraph (81) above, the Commission deems a ppropriate to reflect the closeness 
of competition between OEMs by considering an additional relevant metric 
consisting in the share of supply by OEMs -only to end -customers.  
(299)  The Commission moreover notes that market shares in swing, sliding and revolving 
doors have been overall stable across the EEA  during the period 2016 -2018.351 
7.2.3.1.  Markets not giving rising to serious doubts  
(300)  The Commission notes at the outset that serious doubts can be excluded in some of 
the affected  markets provided they fall within one of t he following categories: (i) 
the Parties’ combined market share is below 25%352; (ii) the HHI post -Transaction 
is below 1  000353; (iii) the HHI post -Transaction is below 1  000 and 2  000, with a 
delta below 250354; (iv) the HHI post -Transaction is above 2  000, wi th a delta 
below 150355; or (v) the Parties’ combined market share is below 50%, with a HHI 
delta below 150356. 
(301)  In light of th is, as well as all evidence available to it, the Commission concludes 
that the Transaction does not raise serious doubts as to its com patibility with the 
internal market or the functioning of the EEA Agreement due to horizontal  non-
coordinated effects  in (i) the Belgian, Cypriot, French, Greek, Italian and Spanish 
markets for swing doors; (ii) the Icelandic, Italian, Lithuanian, Luxembur gish, 
Maltese, Polish, Portuguese, Romanian and Swedish markets for sliding doors; (iii) 
the Danish , Dutch and Greek markets for revolving doors ; and (iv) the French and 
Romanian markets for hermetic doors . 
(302)  The remainder of this Section will provide a comp etitive assessment for those 
affected markets not falling under any of the categories set out in paragraph (300)  
                                                 
351  Notifying Party’s estimates, Form CO, Annex 7 . By way of illustration, the Parties’ combined 
estimates in the EEA were: (i) for swing doors: [30 -40]% in 2016, [30 -40]% in 2017 and [30 -40]% 
in 2018; (ii) for s liding doors: [30 -40]% in 2016, [30 -40]% in 2017 and [30 -40]% in 2018; (iii) for 
revolving doors: [10 -20]% in 2016, [10 -20]% in 2017 and [10 -20]% in 2018; and (iv) for hermetic 
doors: [10 -20]% in 2016, [20 -30]% in 2017 and [20 -30]% in 2018.  
352  Horizontal M erger Guidelines, paragraph 18.  
353  Horizontal Merger Guidelines, paragraph 20.  
354  Horizontal Merger Guidelines, paragraph 20.  
355  Horizontal Merger Guidelines, p aragraph 20.  
356  Commission Notice of 5 December 2013 on a simplified procedure for treatment of certain 
concentrations under Coun cil Regulation (EC) No 139/2004, paragraph 6.  




 
66 (317)  Second, the Transaction only involves a limited  increment by Agta Record of 0 -
5%, which is currently the seventh player in the market . Accordingly, while the 
market for  the manufacture and supply of swing doors in Czechia is concentrated 
with an HHI level post -Transaction of [above 2  000], the Transaction would only 
entail a HHI delta of [above 150] . The Commission therefore notes that the 
Transaction will not materially  change the pre -existing competitive conditions  in 
the Czech market for swing doors . 
(318)  Third, Agta Record is only active to a limited  in the indirect channel and would not 
increase Assa Abloy’s share of supply in a segme nt comprising sales from OEMs -
only to end-customers (i.e. excluding sales from non -integrated suppliers).  When 
considering a segment comprising sales from OEMs to non -integrated suppliers, 
the Parties would hold a com bined share of supply of 20 -30%, with an inc rement of 
5-10% by Agta Record , followed by Geze (10 -20%), Boon Edam (10 -20%), 
Tormax (5 -10%) and Manusa (5 -10%).357 
(A.ii) Conclusion  
(319)  In light of the considerations in paragraphs (316)  to (318)  above , as well as all 
evidence available to it,  the Commission concludes that in the Czech market for 
swing doors, the Transaction does not raise  serious doubts as to its compatibility  
with the internal market or the functioning of the EEA Agreement due to horizontal 
non-coordinated effects  given (i) t he limited  increment brought by Agta Record of 
0-5%, the current seventh player in the market, which will not materially change 
the pre -existing competitive conditions ; and (ii) the presence of a large number of 
additional smaller competitors  which will co ntinue exerting competing pressure on 
the combined entity . 
(B) Sliding doors  
(B.i) Commission’s assessment  
(320)  For the reasons set out below , the Transaction raises serious doubts as to its 
compatibility with the internal market with respect to automatic sliding doors i n 
Czechia.  
  
                                                 
357  Commission’s market reconstruction, 2018.  


 
69 10-20%; Agta Record: 10 -20%). Although the market for the manufacture and 
supply of sliding doors in Denmark is highly concentrated with an HHI level post -
Transaction of [above 2  000] and a HHI  delta of [above 150] , Tormax would 
remain as a strong market leader, with a market share of 40 -50%. There would be a 
number of remaining competitors in the Danish market for sliding doors: Geze (10 -
20%), Label (5 -10%), Dormakaba (5 -10%) and Kone (0 -5%).  
(328)  Second , when considering a segme nt comprising sales from OEMs -only to end -
customers (i.e. excluding sales from non -integrated suppliers), the Parties would 
hold a combined share of supply of 30 -40% (with an increment of 10 -20%), behind 
Tormax with 50 -60%. 
(A.ii) Conclusion  
(329)  In light of the considerations in paragraphs (327)  to (328)  above , as well as all 
evidence available to it, the Commission concludes that in the Danish market for 
sliding doors, the Transact ion does not raise  serious doubts as to its compatibility  
with the internal market or the functioning of the EEA Agreement due to horizontal 
non-coordinated effects  given (i) the presence of Tormax as a strong market leader; 
and (ii) the presence of a larg e number of additional smaller competitors.  
7.2.3.5.  Finland  
(330)  For the reasons set out below, the Transaction raises serious doubts as to its 
compatibility with the internal market with respect to the manufacture and supply 
of automatic swing and sliding doors.  
(A) Swing  doors  
(A.i) Commission’s assessment  
(331)  As mentioned above, the Transaction raises serious doubts as to its compatibility 
with the internal market with respect to automatic swing doors in Finland.  
  


 
72 (341)  Agta Record is only present in the indirect channel in Finland. When considering a 
segment comprising sales from OEMs to non -integrated suppliers, the Parties 
would hold a comb ined share of supply of 20 -30% (As sa Abloy: 10 -20%; Agta 
Record: 0 -5%). Dormakaba would remain the main  player in this segment, wi th a 
share of supply of 30 -40%, followed by Tormax (10 -20%)  and Geze (5 -10%) . 
(B.ii) Conclusion  
(342)  In light of the considerations in paragraphs (338)  to (341)  above , as well as all 
evidence available to it, the Commission concludes that in the Finnish market for 
sliding doors, the Transaction raises serious doubts as to its compatibility with the 
internal market or th e functioning of the EEA Agreement due to horizontal non -
coordinated effects  given (i) the Parties’ position of leadership  in the market, at  
more than 20 points of difference from its immediate competitors ; (ii) the fact that 
the markets are already concen trated pre -Transaction ; (iii) the strong scale effects 
and the high barriers to entry; (iv) the close competition between the Parties ; and 
(v) the insufficient countervailing buyer power.  
7.2.3.6.  France  
(343)  For the reasons set out below, the Transaction raises serious  doubts as to its 
compatibility with the internal market with respect to the manufacture and supply 
of automatic sliding and revolving doors.  
(A) Sliding doors  
(A.i) Commission’s assessment  
(344)  As mentioned above, the Transaction raises serious doubts as to its compatib ility 
with the internal market with respect to sliding doors in France.  
(345)  Agta Record is an overall market leader of automatic pedestrian doors in France. 
The Parties’ internal documents indicate that Agta Record has a ‘strong footprint’ 
in France359. This was  perceived as a ‘ key rationale ’ to acquire Agta Record and 
‘strengthen [Assa Abloy’s]  footprint in France’ .360 
 
  
                                                 
359  Form CO, AA10, slide 27.  
360  Form CO, AA05, slide 23.  


 
75 (353)  Second, the market for the manufacture and supply of aut omatic revolving doors in 
France is highly concentrated with an HHI level post -Transaction of [above 2  000] 
and a delta of [above 150] . The Transaction involves a reduction in the number of 
effective competitors from four to three.  
(354)  Third, the general marke t dynamics discussed in Section 7.2.2  above are equally 
applicable to the French market for revolving doors. In particular, as explained in 
Section 7.2.2.3 , competition is closer among OEMs, given tha t non -integrated 
suppliers exercise a more distant  competitive constraint on the Parties’ activities.  
When considering a segme nt comprising sales from OEMs -only to end -customers 
(i.e. excluding sales from non -integrated suppliers), the Parties would hold a  
combined share of supply of 30 -40% (with an increment of 5 -10%), behind Boon 
Edam with 40 -50% and significant ly above Dormakaba with 10 -20%. 
(B.ii) Conclusion  
(355)  In light of the considerations  in paragraphs (352)  to (354)  above , as well as all 
evidence available to it, the Commission concludes that in the French market for 
revolving doors, the Transaction raises serious doubts as to its compatibility with 
the internal market or the functioning of the EEA Agreem ent due to horizontal non -
coordinated effects  given (i) the Parties’ position of leadership ; (ii) the fact that the 
markets are already concentrated pre -Transaction ; (iii) the strong scale effects and 
the high barriers to entry; (iv) the close competition between the Parties ; and (v) 
the insufficient countervailing buyer power.  
7.2.3.7.  Germany  
(A) Sliding doors  
(A.i) Commission’s assessment  
(356)  The Transaction does not raise serious doubts as to its compatibility with the 
internal market with respect to sliding  doors in Germany.  
  







 
83 market share of 10 -20%. There would be a number of smaller fringe players in the 
market, including Kone (5 -10%) and Geze (5 -10%).  
(389)  Second, the market for the manufacture and supply of automatic swing doors in 
Netherlands is highly concentrated wit h an HHI level post -Transaction of [above 
2 000] and a delta of [above 150] . The Transaction involves a reduction in the 
number of effective competitors from three to two.  
(390)  Third, the general market dynamics discussed in Section 7.2.2  above are equally 
applicable to the Dutch market for swing doors. In particular, as explained in 
Section 7.2.2.3 , competition is closer among OEMs, given that non -integrated 
suppliers exercise a more distant  competitive co nstraint on the Parties’ activities.  
When considering a segme nt comprising sales from OEMs -only to end -customers 
(i.e. excluding sales from non -integrated suppliers), the Parties would hold a 
combined share of supply of 50 -60% (with an increment of 20 -30%) , at great 
distance of its only other competitor, Kone with 10 -20%. 
(A.ii) Conclusion  
(391)  In light of the considerations  in paragraphs (388)  to (390)  above , as well as all 
evidence available to  it, the Commissio n concludes that in the Dutch market for 
swing doors, the Transaction  raises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement due to horizontal non -
coordinated effects  given (i) the significant combine d market shares of the Parties; 
(ii) the high concentration level in the market; (iii) the strong scale effects; (iv) the 
close competition between the Parties; and (iv) the existence of high barriers to 
entry.  
(B) Sliding doors  
(B.i) Commission’s assessment  
(392)  For the  reasons set out below , the Transaction raises serious doubts as to its 
compatibility with the internal market with respect to sliding doors in the 
Netherlands.  
  


 
86 (399)  The Commission notes at the outset that the size of the Portuguese market for 
swing doors is very limited . Out of the total 192 swing doors sold in Portugal in 
2018, [quantities sold ] were sold by the Parties ( Assa Abloy: [quantities sold ]; Agta 
Record: [quantities sold ]).363 This leads to very sharp variations in market shares 
across the time. From 2016 to 2017, Assa Abloy increased its sales of swing doors 
by [90-100]% ([quantities sold]  doors to [quantities sol d]) and Agta Record by 
[1500 -1600] % ([quantities sold]  doors to [quantities sold] ). From 2017 to 2018, 
Assa Abloy reduced its sales by [40-50]% ([quantities sold]  doors to [quantities 
sold] ) and Agta Record by [60-70]% ([quantities sold]  doors to [quantiti es 
sold] ).364  
(400)  Agta Record is only active in the indirect channel in  Portugal and  does not have a 
distribution subsidiary in the country . Its activities are carried out by its Spanish 
subsidiary.365 In 2018, its sales of swing doors in Portugal came  from sales  to 
[number of Agta Record's customers] .366  
(401)  When considering a segme nt comprising sales from OEMs -only to end -customers 
(i.e. excluding sales from non -integrated suppliers), Assa Abloy’s share of supply 
(20-30%) would be behind Grupsa (20 -30%) and Manusa (2 0-30%).  
(402)  When considering a segment comprising sales from OEMs to non -integrated 
suppliers, the Parties would hold a combined share of supply of 40 -50% (Assa 
Abloy: 20 -30%; Agta Record: 10 -20%). Geze would remain the second player in 
this segment, wi th a sh are of supply of 10 -20%, followed by Dormakaba (10 -20%) 
and Manusa (10 -20%) . The Commission considers that the combined entity would 
face competition in this segment from a number of players and that there is no risk 
of foreclosing non -integrated suppliers .  
(403)  Contrary to Agta Record’s limited presence at the OEM -level overall market, the 
competitive constraint exerted by the remaining competitors is reflected in Assa 
Abloy’s internal documents for Portugal. In its 2020 business plan, Assa Abloy 
considered Ge ze as ‘[Assa Abloy’s business plan] ’, Manusa as being ‘[Assa 
Abloy’s business plan] ’, Dormakaba as having ‘[Assa Abloy’s business plan]  and 
GU as being ‘[Assa Abloy’s business plan] ’.367 
(A.ii) Conclusion  
(404)  In light of the considerations  in paragraphs (398)  to (403)  above , as well as all 
evidence available to it, the Commission concludes that in the Portuguese market 
for sliding doors, the Transaction does not raise  serious doubts as to its 
compatibility  with the  internal market or the functioning of the EEA Agreement 
due to horizontal non -coordinated effects  given (i) the limited  increment brought 
by Agta Record of 5 -10%;  (ii) the presence of a large number of additional sizeable 
competitors ; and (iii) the limite d size of the overall market and the sharp variations 
in market shares across the time . 
                                                 
363  Form CO, Anne x 7. 
364  Form CO, An nex 7. 
365  Form CO, paragraph 837.  
366  Form CO, paragraph 840.  
367  Request for information 11 of 20 January  2020, AA.1.2.39 , slide 4. In the 2019 business plan, Assa 
Abloy considered that ‘Geze [had been]  [Assa Abloy’s business plan ] ’ (Request for informatio n 11 
of 20 January  2020, AA.1.2.20, slide  11). 

 
88 (410)  The Parties’ internal docu ments reflect their overall strong position in the 
Slovenian market for sliding doors. Assa Abloy considers itself as being ‘number 
1’ for ‘new sales’  of sliding doors in Slovenia.368 In turn, Agta Record reflects in its 
ordinary course of business documents  the ‘[data from internal document regarding 
competitors' market expansion strategies] ’.369 
(A.ii) Conclusion  
(411)  In light of the considerations  in paragraphs (407)  to (410)  above , as well as all 
evidence availabl e to it, the Commission concludes that in the Slovenian market for 
sliding doors, the Transaction  raises serious doubts as to its compatibility with the 
internal market or the functioning of the EEA Agreement due to horizontal non -
coordinated effects  given  (i) the Parties’ position of leadership ; (ii) the fact that the 
markets are already concentrated pre -Transaction ; (iii) the strong scale effects and 
the high barriers to entry; (iv) the close competition between the Parties ; and (v) 
the insufficient count ervailing buyer power . The Commission moreover notes that 
the Transaction would involve a reduction in the number of effective competitors 
from four to three.  
7.2.3.14.  Sweden  
(A) Swing doors  
(A.i) Commission’s assessment  
(412)  For the reasons set out below, t he Transaction does not raise serious  doubts as to its 
compatibility with the internal market with respect to swing doors in Sweden.  
 
  
                                                 
368  Request for information 11 of 20 January  2020, AA.1.2.10, slide 7.  
369  RAVE FC19 & BU20 final.  


 
91 When considering a segme nt comprising sales from OEMs -only to end -customers 
(i.e. excluding sales from non -integrated suppliers), the Parties would hold a  
combined share of supply of 20 -30% (with an increment of 5 -10%), behind 
Dormakaba with 30 -40%.  
(A.ii) Conclusion  
(421)  In light of the considerations  in paragraphs (418)  to (420)  above , as well as all 
evidence av ailable to it, the Commission concludes that in the United Kingdom 
market for swing doors, the Transaction  raises serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement due to horizontal 
non-coordinated effe cts given (i) the Parties’ position of leadership , at more than 
20 points of difference from its immediate competitors ; (ii) the fact that the markets 
are already concentrated pre -Transaction ; (iii) the strong scale effects and the high 
barriers to entry; (iv) the close competition between the Parties ; and (v) the 
insufficient countervailing buyer power.  
(B) Sliding doors  
(B.i) Commission’s assessment  
(422)  For the reasons set out below , the Transaction raises serious doubts as to its 
compatibility with the internal  market  with respect to automatic sliding doors in the 
United Kingdom.  
 
  

 
93 (B.ii) Conclusion  
(426)  In light of the considerations  in paragraphs (423)  to (425)  above , as well as all 
evidence available to it, the Commission concludes that in the United Kingdom 
market for sliding doors, the Transaction  raises serious do ubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
due to horizontal non -coordinated effects  given (i) the Parties’ position of 
leadership , at more than 20 points of difference from its immediate competitors ; (ii) 
the fact that the markets are already concentrated pre -Transaction ; (iii) the strong 
scale effects and the high barriers to entry; (iv) the close competition between the 
Parties ; and (v) the insufficient countervailing buyer power.   
7.2.3.16.  Conclusion on the asse ssment of potential horizontal non -coordinated effects on 
the national markets for the manufacture and supply of automatic pedestrian doors.  
(427)  On the basis of Sections  7.2.3.1  to 7.2.3.15  above, the Com mission concludes that  
the Transaction raises serious doubts as regards its compatibility with the internal 
market due to horizontal non -coordinated effects in the markets for automatic 
pedestrian doors in Austria (for automatic sliding and revolving doors ), Czechia 
(for sliding doors), Finland (for automatic swing and sliding doors), France (for 
automatic sliding and revolving doors), Hungary(for automatic swing and sliding 
doors), Iceland (for automatic swing doors), the Netherlands (for automatic swing 
and sliding doors), Slovenia (for automatic sliding doors) and the United Kingdom 
(for automatic swing and sliding doors ). 
7.3. After -sales for automatic pedestrian doors  
7.3.1.  Interplay between horizontal and vertical effects for after -sales services  
(428)  There is a direc t connection between horizontal and vertical effects for after -sales 
services, as well as between after -sales and the manufacturing and supply of 
automatic pedestrian doors. Similarly to the markets for the manufacture and 
supply of automatic pedestrian do ors (see Section 7.2.2.4 ), there appears to be 
significant scale effects in the markets for after -sales services, as will be discussed 
in Section 7.3.2.1(B.i)  below .  
(429)  As has been discussed in Section 7.2 (paragraph (281) ), the market shares in 
automatic pedestrian doors are used as a proxy for the installed base of automatic 
pedestrian doors in each country. An important installed base of automati c 
pedestrian doors and a widespread servicing network for automatic pedestrian 
doors constitute a competitive advantage in providing after -sales services. Hence, 
where the Parties will have a large installed base and servicing network (as will be 
assessed in Section 7.3.3.2(B)  below) their incentive to supply spare parts to third 
party after -sales service suppliers may decrease as a result of the Transaction. This 
is also because, as will be further explained, margins for after -sales services are 
higher than for sales of automatic doors, and hence the Parties have the incentive to 
expand in the after -sales services market . 
(430)  Therefore, in order to effectively assess the effects of the Transaction vertically it is 
important to take i nto consideration the size of the installed base of automatic 
pedestrian doors of the Parties.  
(431)  Given that spare parts constitute a critical input for after -sales services and given 
the interplay between horizontal and vertical effects in relation to spare parts and 
 
94 after-sales services, the competitive analysis of both horizontal and vertical effects 
for the supply of after -sales services for automatic pedestrian doors will also take 
into account spare parts, irrespective of the fact that spare parts and af ter-sales 
services have been defined as distinct product markets . 
7.3.2.  Assessment of potential horizontal non -coordinated effects on the national markets 
for the supply of after -sales services for automatic pedestrian doors  
7.3.2.1.  Supply of after -sales services for a utomatic pedestrian doors  – overview of market 
dynamics across different national markets in the EEA  
(432)  Competition in the provision of after -sales services has a strong national element. 
However, certain features affecting the competitive assessment in each r elevant 
market in after sales services for automatic pedestrian doors are similar across all 
relevant markets within the EEA. These features include: (i) strong scale effects; 
(ii) lock -in effects; and (iii) limited buyer power . 
(433)  Given the similarity in the  way competition takes place in each Member State, the 
Commission will first describe the common features that currently affect 
competitive conditions across the EEA for after -sales services for automatic 
pedestrian doors ( Section  7.3.2.1 ). 
(434)  The Commission will then assess the impact on competition of the Transaction in 
the affected markets in  Section  (466)  below.  
(A)  Notifying Party’s arguments  
(435)  The Notifying Party submits that there is a multitude of acti ve suppliers of after -
sales services for automatic pedestrian doors, and considers that market shares have 
low relevance as a measure of competition and market power given the very 
competitive nature of the market.370 
(436)  The Notifying Party argues that expansio n is easy, as switching costs are low and 
there are no material capacity constraints. It also argues that there are many 
potential entrants, as well as greenfield entries.371 
(437)  The Notifying Party considers that smaller after -sales service providers can 
compet e effectively with larger providers , by focusing on a limited geographic area 
(e.g. one particular city).372 
(438)  Further, the Notifying Party submits that customers face no relevant switching 
costs, and that technicians can and commonly do provide service for al l brands.373 
(439)  Lastly, the Notifying Party submits that key account customers (such as retail 
chains, gas stations, airports facility management companies) have strong 
                                                 
370  Form CO, paragraphs 919, 945 -949. 
371  Form CO, paragraph 957.  
372  Form CO, paragraph 280.  
373  Form CO, paragraph  932. 
 
95 bargaining power and can split their purchases of after -sales services into multiple 
parts b ased on geography or other criteria.374 
(B) Commission’s assessment  
(B.i) Strong scale effects  
(440)  The results of the market investigation indicate that the market shares may not give 
a full account  as a measure of competition and market power, but for different 
reasons t han the ones argued by the Notifying Party. In particular, there appears to 
be significant scale effects in the supply of after -sales services due to the 
importance of the size of the installed base of automatic pedestrian doors and the 
importance of the s ize of the servicing network. These scale effects also create 
discrepancies in the competitive strength of after -sales service providers, while 
generally the original OEM appears better placed to service its own installed basis. 
In turn, scale effects cons titute barriers to entry and expansion . Because of these 
scale effects, market shares may also not fully capture the potential for expansion 
and growth of the Parties. Conversely, the Transaction may raise concerns despite 
relatively modest levels of marke t shares, as there is an exponential potential for 
growth and expansion . 
(441)  Regarding the importance of the size of the installed base of automatic pedestrian 
doors, t he vast majority of competitors and non -integrated suppliers who expressed 
an opinion on thi s point consider it an advantage to capture new after -sales 
business opportunities.375 A competing OEM expressed  that: ‘[t]he number of 
installations of a specific OEM in a territory is the best market where  [to] pick up 
after -sales opportunities ’.376 A non -integrated supplier expressed that: ‘ The bigger 
the installed base, the bigger is usually also the sales force, technicians, etc. Also, 
brand awareness will be higher. All of this may lead customers to choose an OEM 
for [the] supply of after -sales service [s]’.377 
(442)  Assa Abloy’s earning calls with its investors  also reflect the importance of having a 
large installed base in the market, hinting at a high retention rate which translates 
into good aftermarket revenues: ‘ We have also, by far, the largest installed bas e in 
the market […] an installed base that is also rather sticky, so giving you a good 
aftermarket revenue ’.378 
(443)  Regarding the importance of the size of the servicing network, a ll the competing 
OEMs  and the vast majority of non -integrated suppliers who expres sed an opinion 
on this point consider that the overall size of an OEM’s servicing network is an 
advantage to capture new after -sales business opportunities379 Further, OEMs tend 
to charge higher prices for spare parts to third party after -sales services supp liers 
than internally , which puts the original OEMs at an advantage versus third party 
                                                 
374  Form CO, paragraph 961.  
375  Questionnaire 1 to competitors, question 65; Questionnaire 3 to non -integrated suppliers, question 
76. 
376  Questionnaire 1 to competitors, question 65.1.  
377  Questionnaire 3 to non -integrated suppliers, question 76.1.  
378  ASSA ABLOY AB (publ) – Analyst_Investor Day, slide 6.  
379  Questionnaire 1 to competitors, question 66; Questionnaire 3 to non -integrated suppliers, question 
77. 
 
96 after-sales services providers.380 Further, most smaller independent after -sales 
services suppliers do not have a large network.  Several c ompeting OEM expressed 
that: ‘ [i]f the after -sales service network is very capillar [y], the opportunities are 
more because service in specific environments like airports, large retail shops, 
hospitals, etc. is most of  [the time] time based and so distance matters ’, ‘[i]t gives 
geographic coverage and credibility ’, ‘[g]eographical coverage and response 
times are important ’. 381 Non-integrated suppliers expressed that: ‘ [d]ensity is key 
for good service and consumer satisfaction ’, ‘[l]arger companies with a high level 
of field staff and access  to low cost replacement parts and operators is a huge 
advantage for any OEM ’.382 
(444)  The majori ty of end -customers consider the size of the servicing network  is a 
relevant consideration when deciding on the provider of after -sales services.383 
Several end -custome rs expressed that: ‘ [c]apability and capacity  [are] a key 
consideration when procuring a service contract ’, 384 ‘[t]he size of the service 
network is often responsible for the response time, and therefore also for the speed 
of the problem solving ’. 385 
(445)  Regardi ng competition of third -party after -sales service providers on equal footing, 
contrary to what the Notifying Party argues, the market investigation results 
indicate that third -party after -sales services suppliers cannot compete on equal 
footing with the or iginal OEMs.  For instance, and a s has been mentioned in  Section 
5.4.2 , many end -customers consider it important that after -sales service pr oviders 
have national coverage, which may be harder to achieve for  smaller  independent 
after-sales services providers  that have less vans or technicians available. Smaller 
independent after -sales services providers will have more difficulties to cover the 
same national territory with the same response time (and less means) than larger 
OEMs. Th is is especially important as the results of the market investigation 
indicate that response time is key for customers.386 
(446)  Moreover, t o be able to provide after -sales services to the original OEMs’ 
automatic pedestrian doors, after -sales service providers ne ed input from OEMs, 
notably spare parts (including branded spare parts), servicing tools and technical 
information. A vast majority  of competing OEMs who  have expressed an opinion 
on this point consider  that, very frequently, third -party suppliers experien ce 
difficulties servicing other OEMs automatic pedestrian doors. Most of these 
difficulties relate to sourcing of spare parts (in a timely and affordable manner).387 
Several competing OEMs expressed that some difficulties include: ‘ lack of 
                                                 
380  A competing OEM expressed that: ‘[a]ccess  to third -party spare parts is not easy, both in ter ms of 
sourcing and of pricing. Certain companies are not helpful or friendly when asked to provide their 
spare parts. Assa Abloy is known to be the most defensive competitor, whose spare parts are most 
difficult to access. ’ Minutes of a call with a competi tor of 14 August 2019, paragraph 19.  
381  Questionnaire 1 to competitors, question 66.1.  
382  Questionnaire 3 to non -integrated suppliers, question 75.1  
383  Questionnaire 2 to end -customers, question 59.  
384  Questionnaire 2 to end -customers, question 59.1.  
385  Questionnaire 2 to end -customers, question 59.1. Translation from the German original: ‘ Der 
Umfang des Servicenetzes ist oftmals für die Reaktionszeit verantwortlich, somit auch für die 
Schnelligkeit der Problemlösung ’. 
386  Questionnaire 2 to customers, quest ions 50 to 58.  
387  Questionnaire 1 to competitors, question 67.  
 
97 technical knowledg e; bad response times to spare parts deliveries; missing setting 
devices (service tools) for the door drives ’, ‘Spare parts procurement is not easy 
and you need some manufacturers, including Record and Assa Abloy’s own 
programming devices ’.388 Further, sever al respondents list the Parties as being 
particularly problematic in this respect.389 
(447)  Another competing OEM expressed that: ‘ both [Assa Abloy]  and Record supply 
their products to many independent installer [s], unless they move away from this 
market they must  continue to support it. They may however choose to control who 
they support ’.390 
(448)  Regarding barriers to entry and expansion, these come primarily from the 
significant scale effects from which the original OEMs benefit. These scale effects 
include the importa nce of the size of both the installed base and the servicing 
network. Barriers to entry or expansion also result from difficulties in sourcing 
spare parts and accessing technical information and servicing tools and, generally, 
in servicing third -party auto matic pedestrian doors .  
(449)  Barriers to entry and expansion are also a consequence of the difficulties to access 
the inputs necessary to perform the after -sales services.  A non -integrated supplier 
expressed that: ‘ there are brands that do not give their handb ooks or enough 
information to be able to service the doors. Each brand uses different methods to 
program or reset its machines and it is in its handbooks where this is explained. If 
the brands do not give the handbooks or if they price spare parts expensiv ely, it 
makes it difficult for independent installers to repair the breakdowns ’.391 
(450)  Further, according to the majority of the competitors and non -integrated suppliers 
who expressed an opinion in this point, these concerns are likely to worsen post -
Transactio n, due to price increases and limitations in the availability of spare 
parts .392 
(B.ii) Lock -in effects  
(451)  The results of the market investigation indicate that the market for after -sales 
services for automatic pedestrian doors also displays lock -in effects, notably f or the 
following reasons: (i) customers tend to be ‘sticky’ and not particularly 
sophisticated; (ii) projects can involve the ‘packaging’ of the supply of doors and 
                                                 
388  Questionnaire 1 to competitors, question 67.1. The second quote is a translation from the German 
original: ‘ Ersatzteilbeschaffung ist nicht einfach und man benötigt bei einigen Herstellern, darunter 
auch Record und Assa Abloy eigene Programiergeräte ’.  
389  Questionnaire 1 to competitors, question 68.  
390  Questionnaire 1 to competitors, question 72.2.  
391  Questionnaire 3 to non -integrated suppliers, question 63.1. Original quote in Spanish: ‘ Hay marcas 
que no proporcionan los manuales ni suficiente información para poder reparar las puertas. Cada 
Marca utiliza diferentes métodos para programar o resetear sus máquinas y en sus manuales es 
donde se explica. Si las marcas no facilitan los manuales o ponen muy caros los recambios, hacen 
difícil que instaladores autónomo[s] puedan reparar dichas averías .’ 
392  Questionnaire 1 to competitors, question 72; Questionnaire 3 to non -integrated suppliers, question 
83. 
 
98 after-sales services; (iii) margins are higher in after -sales services than for the sale 
of automatic pedestrian doors .393 
(452)  The results of the market investigation indicate that end -customers of after -sales 
services for automatic pedestrian doors are, to a certain degree, ‘sticky’. This 
means that they will have a certain inertia to turn towards th e OEM of their 
automatic pedestrian doors if they are in need of after -sales services. The majority 
of competitors  and a significant number of end -customers and non -integrated 
suppliers consider it either very common or frequent for final end -customers to 
contact the OEM of their automatic pedestrian doors when requiring after -sales 
services.394 As a competing OEM indicated: ‘[end customers]  will probably contact 
the brand name, if there is no other information provided or available .395  
(453)  The Parties’ perform mo st of their after -sales services on their own doors, as 
opposed to on competitors’ doors. In 2018, the proportion of the Parties’ after sales 
service contracts that cover their own doors in the markets where the Parties’ 
activities overlap was, on average,  [percentage of contracts covering own doors] % 
for both Assa Abloy (going up to [percentage of contracts covering own doors] %) 
and Agta Record (going up to [percentage of contracts covering own doors] %).396  
(454)  Retention rate is also high in terms of the propor tion of the Parties’ automatic 
pedestrian door sales that result in an after -sales service contract. For both Parties, 
their proportion of door sales that result in an after -sales contract grows from the 
first to the third year after the sale in the vast m ajority of countries. For Assa 
Abloy, it goes over [60-70]% for several countries in the third year.397 
(455)  As has just been explained, while a majority of competitors and non -integrated 
suppliers seek after -sales business opportunities irrespective of the OEM o r 
installer of the door in question, a significant number of competitors estimate the 
percentage of doors serviced by them that are their own brand to be 80%, and those 
of third party OEMs to be 20%.398 This points again at the existence of lock -in 
effects o f customers regarding after -sales services .  
(456)  The majority of end -customers and non -integrated suppliers consider it either 
common or frequent to offer after -sales services contracts together with automatic 
pedestrian doors as a package.399 As an example of t he duration of these contracts, 
a non -integrated supplier indicated that OEMs (notably, the Parties) sometimes 
‘sell their doors with a tied 3 -4 year maintenance contract (the door can be less 
                                                 
393  For the sake of completeness, any possibl e non -horizontal effects (also including conglomerate) that 
might arise as a result from the Transaction would be addressed by the commitments offered.  
394  Questionnaire 1 to competitors, question 61; Questionnaire 2 to end -customers, question 57; 
Questionn aire 3 to non -integrated suppliers, question 73.  
395  Questionnaire 1 to competitors, question 61.1.  
396  Form CO, Table B.2.2.2.2.1.  
397  Form CO, Table D.6.4(1) and (2). It must be noted that the remaining door sales that do not come 
with an after -sales contra ct with the Parties, do not necessarily engage in after -sales contracts with 
third party after -sales services suppliers. Some customers decide to not have a maintenance contract 
and rely on ‘one -off’ transactions or service calls if their doors break or ne ed maintenance.  
398  Questionnaire 1 to competitors, questions 62 and; Questionnaire 3 to non -integrated suppliers, 
question 74.  
399  Questionnaire 2 to end -customers, question 52; Questionnaire 3 to non -integrated suppliers, 
question 66.  
 
99 expensive but then maintenance is more expensive) ’.400 A customer  indicated that 
they ‘ concluded a contract with each of the Parties in 2016/2017, and both 
contracts are still in place ’.401 A majority of competitors consider that they also 
provide after -sales services (after expiration of any guarantee) to more than 40% o f 
the automatic pedestrian doors of which they are the original OEMs.402 
(457)  A non -integrated supplier expressed that: ‘ Large manufacturers such as Manusa, 
AssaAbloy, Geze, Dorma etc… condition the sale of the product to a maintenance 
contract, making installati on cheaper in favour of after -sales. But this does not 
happen with smaller installers, it is something that is decided afterwards and in 
many occasions does not happen .’403 Another non -integrated supplier expressed 
that: ‘ Once the door is installed, OEM's te nd to rise margins. The customer is tied 
to them as long as there are a lot of doors from the OEM than no one can repair 
cheaper that the OEM. I've seen 1200€ bills from OEM's that, for example, 
changing a belt that the cost of the belt is less than 100€ .’404 
(458)  A competing OEM expressed that: ‘ the bundling power will reduce access to 
customers such as facility managers or large housing companies who will probably 
be locked in by long running service contracts. The high market shares in the OEM 
will provide for perfect opportunities to leverage this market power to the after 
sales business ’.405 
(459)  However, the results of the market investigation are inconclusive as regards 
whether the decision to purchase doors and after -sales services is taken at the same 
time or at different times.  
(460)  Assa Abloy’s earning calls with its investors  reflect the importance of after -sales 
services, their profitability, and implies a high retention rate of clients:  
(a) ‘You also see around the 2 circles a nice, thick skin. That is service. It’s a 
nice, thick skin because, one, it protects your hardware business. It makes it 
much more sticky. But it’s also nice because it’s very good, profitable 
business as we know. ’406  
(b) ‘2/3 of our sales come from aftermarket and 1/3 from new construction. And I 
would say when times are tougher, it’s probably even ¾ that come from 
aftermarket and ¼ from new construction. So really, it’s about the 
aftermarket and the stickiness of the installed base ’.407 
                                                 
400  Minutes of a call with a non -integrated supplier, 5 September 2019, paragraph 21.  
401  Minutes of a call with a customer, 3 September 2019, paragraph 4.  
402  Questionnaire 1 to competitors, question 61.5.  
403  Questionnaire 3 to non -integrated suppliers, question 65.1. Original  quote in Spanish: ‘ Los grandes 
fabricantes como Manusa, AssaAbloy, Geze, Dorma etc... condicionan la venta del producto a un 
contrato de Mantenimiento, abaratando la instalación a favor de la Post -venta. Pero en el pequeño 
instalador no sucede así es algo  que se decide despues y en muchas ocasiones no lo hacen. ’  
404  Questionnaire 3 to non -integrated suppliers, question 82.1.  
405  Questionnaire 1 to competitors, question 73.  
406  ASSA ABLOY AB (publ) – Analyst_Investor Day, slide 5.  
407  ASSA ABLOY AB (publ) – Analyst_Investor Day, slide 7.  
 
100 (c)  ‘Positive thing here in Entrance Systems […] is definitely the a ccelerated 
growth for service, and that also helped us on maintaining our operating 
margin and even improving […] We have a stable volume leverage ’.408 
(461)  Further,  when referring to the general business climate of automatic pedestrian 
doors , Assa Abloy’s intern al documents evidence the close competition between 
the Parties  in after-sales services with express reference to Agta Record being 
‘aggressive on Service’ .409 
Figure 7: Assa Abloy’s internal documents mentioning aggressive pricing f or larger 
projects and closely following Agta Record’s strategy for after -sales services  
[Assa Abloy’s internal market report for PDS mentioning “ Aggressive pricing for larger 
projects ” and “ Record remains aggressive on Service ”.] 
 
Source: Form CO, Annex AA98 PDS BR2 Jan 2019 , slide 9 . 
(B.iii)  Limited buyer power  
(462)  The very high margins in after -sales services evidence that end -customers do not 
have much countervailing buyer power. The margins are high as OEMs leverage 
their installed base to charge customers for mai ntenance, repairs and overhaul of 
their installations.  
(463)  Assa Abloy had contribution margins for after -sales services in 2018 of between 
[Assa Abloy’s profit margin]  depending on the country, with an average of [Assa 
Abloy’s profit margin] . Agta Record had m argins of between [agta record’s profit 
margin] , depending on the country, with an average of [agta record’s profit 
margin] .410  
 
  
                                                 
408  ASSA ABLOY AB (publ) – Q2 2019 Earnings Call, Jul 17, 2019, slide 6.  
409  Form CO, AA98, slide 9.  Despite the reference to the US in this slide, this document refers to the 
general course of business worldwide, and addresse s issues related to European countries, for 
example, in slides 4 -6, it explains the different technicians’ injuries in Portugal, France, Austria, and 
the Netherlands.  
410  Form CO, Annex 8.1.1 (1) – Margins for Automatic Pedestrian Doors.  

 
102 (464)  The results of the market investigation echo  this finding. A non -integrated supplier 
expressed  that: ‘ normal [l]y customer [s] do not discuss the price but wants  (sic) to 
solve the problem ’.411 
(465)   A non -integrated supplier links the lock -in effects with the high -margins of the 
industry: ‘Once the door is installed, OEM's tend to rise margins. The custome r is 
tied to them as long as there are a lot of do ors from the OEM than no one can 
repair cheaper that the OEM. I've seen 1200€ bills from OEM's that, for example, 
changing a belt that the cost of the belt is less than 100€ .’412 
(466)  Further, the results of the market investigation indicate that customers are ge nerally 
not particularly sophisticated in their procurement strategy. In particular, the 
majority of competitors and non -integrated suppliers that expressed an opinion on 
this point consider that customers of automatic pedestrian doors do not factor the 
overall life -cycle costs of the automatic pedestrian doors they purchase.413 This 
means that they do not (or not fully or accurately) factor in the costs of after -sales 
services, wh ereas these may be significant.  In fact, as a respondent indicated, while 
they may offer cheap prices for the sale of automatic pedestrian doors, suppliers 
can charge ‘ whatever they want ’ for after -sales services.414 
7.3.2.2.  Assessment of potential horizontal non -coordinated effects on the national markets 
for the supply of after -sales service s for automatic pedestrian doors . 
(467)  The Parties’ activities in the national markets for the supply of after -sales services 
for automatic pedestrian doors overlap in 17 EEA countries, as indicated in the 
table below.  
  
                                                 
411  Questionnaire 1  to competitors, question 71.  
412  Questionnaire 3 to non -integrated suppliers, question 82.1.  
413  Questionnaire 1 to competitors, question 35; Questionnaire 3 to non -integrated suppliers, question 
46. 
414  Questionnaire 1 to competitors, question 35.1. Origina l in Dutch: ‘bij aanschaf de laagste prijs, bij 
onderhoud doet het er niet meer toe, en kan de leverancier rekenen wat hij wil. In deze branche is 
service de moneymaker: -)’ 











 
114 (J) Conclusion  
(498)  Ultimately, the question of whether serious doubts arise in the supply of after -sales 
services for automatic pedestrian doors in Austria, Belgium, Czechia, Denmark , 
France, Hungary, the Netherlands, Slovenia and Sweden can be left open as the 
commitments offered by the Notifying Party include either (i) structural 
commitments in the EEA countries for which the Commission has raised serious 
doubts as to its compatibi lity with the internal market or the functioning of the 
EEA Agreement for the manufacture and supply of automatic pedestrian doors; or 
(ii) behavioural commitments for all other horizontally affected markets . 
7.3.3.  Assessment of potential vertical non -coordinate d effects on the upstream supply of 
branded spare parts for automatic doors and the downstream supply of after -sales 
services  
7.3.3.1.  Notifying Party’s a rguments  
(499)  Concerning  after-sales services , the Notifying Party submits that the Transaction 
will not lead to ant i-competitive effects since the Parties would not be able to 
leverage their combined position on the markets. The Notifying Party submits four 
reasons for this:  
(a) Customers are often not the same, as those of automatic pedestrian doors are 
often contractors  or integrators and customers of after -sales services are often 
end-users or facility management companies;  
(b) Automatic pedestrian doors and after -sales services contracts are very rarely 
sold at the same time;  
(c) Even if the customer for both the door and af ter-sales services, the decision to 
purchase both are made at different levels, departments or time;  
(d) Competing suppliers of both automatic pedestrian doors and after -sales 
services would be able to defeat a leveraging by offering price reductions or 
simil ar bundles.428 
(e) Further, the Notifying Party argues that third party service providers are 
always able to replace the operator’s drive system with a replacement kit 
from another OEM, which will lessen the dependency on brand -specific 
parts.429 
(500)  With regards to s pare parts, t he Notifying Party considers  that the Transaction 
would not lead to foreclosure concerns as:  
(a) Regarding  input foreclosure , there are alternative sources of supply of spare 
parts, and if the Parties refuse to supply its brand -specific spare part s or 
increase prices post -Transaction they would, as a result, likely lose 
customers; and  
                                                 
428  Form CO, paragraph 2163.  
429  Form CO, paragraph 2102.  
 
115 (b) Regarding  customer foreclosure , the Parties only represent a limited part of 
the customer base for spare parts.430 
7.3.3.2.  Commission’s assessment  
(501)  The Commission disagrees with  a number of arguments put forward by the 
Notifying Party. Notably, for the ability of third party after -sales service providers 
to offer price reductions on their services is inherently limited if they are dependent 
on highly priced brand -specific spare p arts and on technical knowledge and 
servicing tools that can only be sourced from the original OEMs (or upon license). 
The results of the market investigation have indicated that third -party after -sales 
service suppliers have experienced difficulties acces sing third party OEMs service 
tools necessary for undertaking after -sales services on that OEM’s door, as well as 
spare parts at reasonable cost.431 Moreover, a competing OEM expressed that: 
‘Access to third -party spare parts is not easy, both in terms of so urcing and of 
pricing. Certain companies are not helpful or friendly when asked to provide their 
spare parts. Assa Abloy is known to be the most defensive competitor, whose spare 
parts are most difficult to access. ’432 Another competing OEM explained that: 
‘Assa Abloy offers spare parts for high prices, meaning that it is sometimes 
cheaper to replace the entire operator ’.433 A third competing OEM considers that: 
‘an OEM can harm its competitors by stopping, delaying or increasing prices for 
the supply of spare parts.’434 
(502)  Further, and even though the largest OEMs have developed replacement kits, not 
all third party after -sales service providers have developed them (especially 
independent service providers). In any case, the reliance on these replacement kits 
has a cost, which is passed on to the end -customers . 
(503)  The Commission will now analyse the ability, incentive and effects of a potential 
strategy of input foreclosure carried out by the merged entity post -Transaction.   
(504)  The Commission considers that input foreclosu re is more likely to occur in those 
countries where the Parties have a sufficiently important installed base. These 
countries were identified as the ones where market shares in the supply of any of 
the types of automatic pedestrian doors (i.e. swing, slidi ng and/or revolving) lead to 
an affected market (i.e. over 20%). They are the following: Austria, Belgium, 
Cyprus, Czechia, Denmark, Finland, France, Greece, Germany, Hungary, Iceland, 
Italy, Latvia, Lithuania, Luxemburg, Malta, the Netherlands, Poland, Po rtugal, 
Romania, Slovenia, Spain, Sweden and the United Kingdom . 
(A) Ability  
(505)  Following its market investigation, the Commission considers that post -
Transaction, the merged entity would have the ability to engage in input 
foreclosure of the Parties' spare parts , technical information and servicing tools 
necessary to perform after -sales services.  This input foreclosure would entail either 
                                                 
430  Form CO, paragraph 2088.  
431  Questionnaire 1 to competitors, questions 67.2 and 68.  
432  Minutes of a call with a competitor of 14 August 2019, paragraph 19.  
433  Minutes of a call with a competitor of 30 October 2019, paragraph 18.  
434  Minutes of a call with a competitor of 13 September 2019, paragraph 20.  
 
116 not providing spare parts, technical information and/or servicing tools, or providing 
them at high prices and/or with long lea d-times. The Commission considers that 
this conduct could in principle be implemented readily . 
(506)  These risks are supported by the results of the market investigation.  As an end -
customer indicated: ‘ OEMs will usually control the availability of spare parts ’.435 
A competing OEM mentioned that: ‘ In [the competing OEM] ’s experience, Agta 
and Assa Abloy are most restrictive in giving access to the software required to 
provide after -sales service [s]’.436 Another competing OEM mentioned that: 
‘Whenever  [the competing OE M] has not been able to source the spare parts 
required, it discusses with the customer with a view of excluding the maintenance 
or repairing of the competitors’ products. While it is rare, it has happened in the 
past that [the competing OEM] has needed to  request a customer to exclude doors 
from a maintenance contract due to the inability of  [the competing OEM] to 
acquire the required spare parts at reasonable terms ’.437 
(507)  Therefore, the Commission considers that the Parties already have the ability to 
engage in input foreclosure of their spare parts, technical information and servicing 
tools necessary to perform after -sales services.  
(508)  Moreover, brand -specific spare parts are by nature ‘captive’ (and therefore the 
Parties have a significant degree of market powe r in this market),438 whereas both 
spare parts, technical information and servicing tools are crucial for performing 
after-sales services on the Parties' doors. Further, at least one of the primary 
markets for the manufacture and supply of automatic swing, s liding and/or 
revolving doors are affected in the countries for which these vertical effects are 
being assessed. These markets are closely related to the after -sales markets, and 
have been used as a proxy to determine the Parties’ installed base, as an adv antage 
to capture new after -sales business opportunities . 
(509)  Further, site visits have revealed that accessing the control unit of operators for 
servicing purposes requires specific pieces of software and hardware only available 
to the original OEM or upon li cense.  
(510)   While third -party after -sales service suppliers could try to develop solutions (such 
as replacement kits ) to circumvent this, these come at a cost that is passed -on to the 
end-customer. A competing OEM expressed that: ‘[the competing OEM] is not 
always able to service its competitors’ doors for technical reasons. In order to 
service a door, access to the software of an operator is required, which not all 
OEMs give. This means that, sometimes,  [the competing OEM] needs to replace 
the operator of an a utomatic pedestrian door instead of repairing it. In  [the 
competing OEM] ’s experience, Agta limits access to its devices in order to service 
them .’439 
                                                 
435  Questionnaire 2 to end -customers, question 57.  
436  Minutes of a call with a competitor of 30 October 2019, paragraph 16.  
437  Minutes of a call with a competitor of 14 August 2019,  paragraph 20.  
438  This is irrespective of the fact that, according to the Parties, some parts might in theory be copyable, 
such as carriages, casings, frames and profiles, or batteries. (Form CO, paragraph 315).  
439  Minutes of a call with a competitor, 30 O ctober 2019, paragraph 15 . 
 
117 Figure 8: Tablet that grants access to the Parties’ operator for servicing purpose s 
 
Source: Site visit to Assa Abloy’s showroom in Houthalen, 10 October 2019 . 
(511)  For the reasons set out above in paragraphs (505)  to (510) , the Commission 
believes that the Parties have the ability to effectively engage in input foreclosure 
of their spare parts, technical information and servicing tools necessary to perform 
after-sales services . 
(B) Incentive  
(512)  The Commission has assessed the potential incentives of the Parties to engage in 
input foreclosure post-Transaction. The Commission considers likely that the 
Parties may engage in such foreclosure because of the following reasons: (i) the 
margins on after -sales services are significantly higher than on new sales of 
automatic pedestrian doors; (ii) there  are significant cross -sales effects, that would 
be strengthened post -Transaction; (iii) the trade -off incentive of selling spare parts 
to competing OEMs in exchange for them selling their spare parts to the Parties 
may decrease post -Transaction . 
(513)  Firstly, it must be noted that the Parties have market power in the upstream market 
for spare parts, as these markets are captive, but also in the downstream markets 
where the Parties have a large installed base, defined as those markets affected for 
the manufactur e and supply of automatic pedestrian doors, either swing, sliding or 
revolving . 
(514)  Regarding margins, as discussed in Section  7.3.2.1(B.iii) , the Parties’ margins for 
after-sales services are significantly higher than those for the  sale of automatic 
pedestrian doors. This finding is further evidenced in Assa Abloy's earning calls 
with its investors, as shown in paragraph (460)  above. These documents argue the 
importance of after -sales services, its high m argins, and ties this with a certain 
stickiness and captive base of clients.  
(515)  Regarding cross -sales effects, these are significant in the automatic door industry: 
OEMs will try to sell additional products or services (including their own spare 
parts and aft er-sales services) to existing customers, and it is likely that these 

 
118 effects may strengthen for the Parties post -Transaction. According to a vast 
majority of competitors, cross selling of new equipment to after -sales services 
customers is either significa nt or very significant.440 Moreover, post -Transaction, 
the Parties may thus  be less willing to provide their spare parts to third -party 
suppliers, so as to enhance their ability to cross -sell after-sales services  with new 
doors, and vice -versa . As a competin g OEM expressed: ‘ In [the competing OEM] ’s 
experience, Agta limits access to its devices in order to service them .’441 
(516)  As mentioned in Section 7.3.2.1(B.i) , the results from the market investigation also 
indicate that the overall size of both an OEM’s installed base of automatic 
pedestrian doors and its servicing network are advantages to capture new after -
sales business opportunities. Post -Transaction, the merged entity will have a larger 
installed base and servicing network, and therefore, their incentive to cross -sell will 
be higher. This may translate into an incentive to not supply with the necessary 
tools, spare parts and information to third -party after -sales service providers, so the 
merged entity can service its installed b ase of automatic pedestrian doors. Further, 
and as margins for after -sales services are higher than for sales of new doors, with 
a larger installed base the Parties may be incentivised to capture all the after -sales 
services for that base. Again, this may translate into an incentive to not supply 
spare parts to third party after -sales service providers, to try to prevent them from 
capturing after -sales service opportunities on the Parties’ doors.  
(517)  Currently, OEMs (including the Parties) have the incentive of  selling spare parts to 
competing OEMs, with the trade -off of the competing OEMs selling spare parts 
back, so doors from other  OEMs can be serviced . In this line, a competing OEM 
expressed that: ‘ When  [the competing OEM] tries to source competitors’ spare 
parts, and their price is too high, it takes a series of steps to mitigate this. First, the 
Company tries to negotiate with the competitor in question (for example, 
negotiating with the access to the Company’s own spare parts for when the 
competitor needs them) .’442 
(518)  However,  two competing OEM s hinted at a  direct link between market share level 
and incentive to supply technical information to third party after -sales service 
suppliers .443 One of them expressed that: ‘ Problems with accessing spare parts at 
reasona ble conditions are typically the more severe the higher the market share of 
the door OEM from whom spare parts would need to be sourced in a particular 
territory ’.444 With increased market shares, the incentives of the merged entity of 
selling its spare part s decline, as they will have a large installed base and a 
possibility to service all those doors . 
(519)  The majority of competitors and non -integrated suppliers who expressed an 
opinion on this point consider that post -Transaction,  the availability of spare part s 
will decrease.445 Consequently, the majority of competitors and non -integrated 
                                                 
440  Questionnaire 1 to competitors, question 37.2.  
441  Minutes of a call with a competitor, 30 October 2019, paragraph 15 . 
442  Minutes of a call with a competitor of 14 August 2019, paragraph 20.  
443  Minutes of a call with a competit or of 30 October 2019, paragraph 16, minutes of a call with a 
competitor of 13 September 2019, paragraph 20.  
444  Minutes of a call with a competitor of 13 September 2019, paragraph 20.  
445  Questionnaire 1 to competitors, question 72; Questionnaire 3 to non -integrated suppliers, question 
83. 
 
119 suppliers who expressed an opinion on this point consider that the ability of third -
party after -sales service providers to service the Parties’ doors will decrease.446 As 
a result , the majority of competitors and non -integrated suppliers who expressed an 
opinion on this point consider that the prices for after -sales services post -
Transaction will increase.447  
(520)  A competing OEM expressed that: ‘ With the merger, Assa Abloy and Agta Reco rd 
would have the opportunity to increase the price in the market due to the size of the 
market share . We assume that the merged companies will initiate a strategy to limit 
third -party after sales activities by cutting the supply of spare parts to the serv ice 
Providers and using its overall market share to bundle the OEM deliveries with 
service contracts for the full product portfolio of the merged companies. Since the 
merged companies are dominating several key components for the service business, 
there is  a strong incentive to foreclose output in there by increased price levels for 
after sales services ’.448  
(521)  For the reasons set out above in paragraphs (512)  to (520) , the Commission 
believes that the Par ties may have the incentives to engage in input foreclosure in 
relation to the supply of their spare parts, technical information and servicing tools 
necessary to perform after -sales services . 
(C) Effects  
(522)  The potential effects of this input foreclosure are fourfold: (i) a decrease in the 
availability of the Parties' spare parts, technical information and servicing tools; (ii) 
an increase in the price s of the Parties’  spare parts; (iii) an increase in the difficulty 
of third -party after -sales service providers t o service the Parties' doors; and (iv) an 
increase in the prices of after -sales services, as a consequence of these previous 
three potential effects.  
(523)  As explained in Section  7.3.3.2(B)  above , respondents to  the market investigat ion 
consider that  these  effects are likely to take  place post -Transaction. Respondents 
consider that performing after -sales services on the Parties’ automatic pedestrian 
doors will become increasingly difficult, as there will be less availability of spare 
parts, technical information and servicing tools. Consequently, the servicing of the 
Parties’ doors will increase in price, which will be ultimately passed on to the end -
customer.449 
(524)  As a non -integrated supplier indicated: ‘ considering that product suppliers  tend to 
service their own doors,  [the non -integrated supplier] considers it difficult for a 
third party after -sales service supplier to survive in the market ’.450 
                                                 
446  Questionnaire 1 to competitors, question 72; Questionnaire 3 to non -integrated suppliers, question 
83. 
447  Questionnaire 1 to competitors, question 72; Questionnaire 3 to non -integrated suppliers, question 
83. 
448  Questio nnaire 1 to competitors, question 72.1.  
449  Questionnaire 1 to competitors, question 72; Questionnaire 3 to non -integrated suppliers, question 
83. 
450  Minutes of a call with a non -integrated supplier of 14 August 2019, paragraph 22.  

 
121 2018 respectively); and (ii) all high -speed doors sold by Agta Record in the EEA 
are manufactured in its French facility in Crémieu452, the Section below is limited 
to the competitive assessment of the market for high-speed doors in France.  
7.4.1.1.  High -speed doors in France  
(529)  The Transaction gives rise to a horizontal overlap between the Parties’ offerings of 
high-speed doors in France. Assa Abloy is active in the manufacturing and sale of 
high-speed door s through its subsi diaries AAES France and Nergeco  and supplies 
the French market from its production facility and logistics hub in Lyon (France), 
as well as from its production facility in Plzen (Czechia).453 Agta Record supplies 
the French and EEA markets with high -speed doo rs produced by its subsidiary 
recor d industry in Crémieu (France).  
(A) Notifying Party’s arguments  
(530)  The Notifying Party submits that the Transaction will not give rise to non -
coordinated effects in the market for high -speed doors in France.454 
(531)  The Notifying Party  submits in this regard that (i) the French market is not 
particularly concentrated and that there is a large number of alternative active 
suppliers455; (ii) the Parties are not closer competitors to each other than the other 
players in the market and their products are not particularly similar456; (iii) there are 
no relevant capacity constraints for competitors to increase their output in case of 
an attempted price increase457; (iv) switching costs are low458; (v) customers have 
strong countervailing power459; and ( vi) competitors are likely to expand in case of 
price increase460. Moreover, the Notifying Party submits that entry to the French 
market of high -speed doors is easy and, as such, that some larger European 
manufacturers not yet present may enter the market.461 
                                                 
452  Reply of the Notifying Party to Request for information  7 of 13 December 2019, question 5.  
453  Form CO, paragraph 19 03. 
454  Form CO, paragraph 1837.  
455  Form CO, paragraphs 1913 to 1916.  
456  Form CO, paragraph 1917.  
457  Form CO, paragraph 1918.  
458  Form CO, paragraph 1919.  
459  Form CO, paragraph 1920.  
460  Form CO, paragraphs 1921 to 1924.  
461  Form CO, paragraphs 1925 to 1931.  


 
124 of companies467. In fact, four out of the five main  suppliers of high -speed doors in 
France identified by the market report would belong either to Assa Abloy 
(Nergeco, Entrematic and Albany) or to Agta Record.468 
(537)  There is moreover a limited number of OEMs in the French market for high -speed 
doors. When consi dering a segme nt comprising sales from OEMs -only to end -
customers (i.e. excluding sales from non -integrated suppliers), the combined entity 
would hold a share of supply of [60-70]%.469 The remaining OEMs would be 
placed at great distance from the Parties: Hö rmann ( [20-30]%), BA2I ( [5-10] %), 
Safir ( [0-5] %), Armor Rapids Doors ( [0-5] %) and Butzbach ( [0-5]%).  
(538)  Contrary to the Notifying Party’s arguments, the Parties appear to compete closely 
with each other in the French market for high -speed doors. A majorit y of OEMs 
and end -customers having expressed an opinion in the market investigation 
submitted that Assa Abloy is the closest competitor to Agta Record in the 
market.470 Furthermore, a  majority of OEMs and non-integrated suppliers having 
expressed an opinion in the market investigation, as well as a vast majority of  end-
customers , submitted that the Parties offer comparable high-speed doors from a 
technical perspective.471 In this regard, an end -customer expressed that the Parties ’ 
products  serve the same needs with only minimal technical differences in their 
products.472 
(539)  The Commission notes that  rivalry between Assa Abloy and Agta Record appears 
to have been an important source of competition on the market for high -speed 
doors prior to the Transaction. In this re gard, the French market report notes that 
Agta Record is the only ‘challenger’ to Assa Abloy and Hörmann.473 The market 
report moreover remarks that Agta Record had been experiencing an  ‘important 
development over the recent years ’ given its  ‘aggressive pric ing policy and its 
implantation in the distribution sector ’.474  
(540)  A majority of OEM s and end -customers considers that barriers to entry to the 
French market of high -speed doors are ‘important’, while a majori ty of non -
                                                 
467  Marché des portes industrielles, commerciales et piétonnes en France’, February 2017, page 98. 
Original quote in French: ‘[l]’essentiel des parts de marché est détenu par un nombre réduit de 
spécialistes’ . 
468 ‘Marché des portes industrielles, commerciales et piétonnes en France’, February 2017, table 42.  
469  Form CO, Annex 7.  
470  Questionnaire 4  to competitors of industrial doors , question 21; and Questionnaire 5  to customers of 
industrial doors , question 21.  
471  Questionnaire 4 to competitors of industrial doors , question 23.3; and Questionnaire 5 to customers 
of industrial doors , question 22.3.  
472  Questionnaire 5 to customers of industrial doors , question 22.3. Original quote in French: ‘unité de 
besoin identique , seul la technique est légèrement différente’ . 
473  Marché des portes industrielles, commerciales et piétonnes en France’ , February 2017, page 98. 
The market report refers to two other ‘challengers’ in addition to Agta Record, namely Albany and 
Entrematic. These two companies belong to the Assa Abloy group since 2012.  
474  Marché des portes industrielles, commerciales et piétonnes en France’, February 2017, page 98. 
Original quote in French: ‘[à] noter le développement important de Record ces dernières années,  à 
la faveur d’une politique tarifaire agressive et d’une solide implantation dans le secteur de la 
Distribution’ . 
 
125 integrated suppliers considers that these  barriers are ‘very important’.475 These 
barriers appear to be due to large scale effects. In this regard, an OEM submitted 
that the competitors require having an ‘extremely large portfolio’  to address the 
needs of large customers.476 Moreover, an end -customer  indicated that barriers to 
entry may be of legislative, qualitative or brand -awareness nature477, while other 
pointed towards the need of having a sales and after -sales network.478  
(541)  Contrary to the Notifying Party’s submission, it appears that there are at le ast some 
constraints for competitors to increase their output in case of an attempted price 
increase by the combined entity. In this regard, only two OEMs representing a very 
limited part of the market (with a combined market share of less than 4%) indicat ed 
that the y would be able to significantly increase their production of high -speed 
doors without incurring into important investments.479 Conversely, the main 
competitor to the Parties in the market submitted that it would need to incur into 
significant inv estments in order to increase their production.480 
(542)  A number of respondents expressed concerns as regards the impact of the 
Transaction in the French market for high -speed do ors. An OEM indicated that the 
prices for  high-speed doors  may be reduced at first in  order to eliminate 
competitors and increase prices once the ‘monopoly has become complete’ .481 A 
non-integrated suppliers submitted being ‘very worried about the concentration 
and, above all, very pessimistic’482, while other indicated that Assa Abloy can 
eliminate competitors ‘at its own will’ , given its financial capabilities483. 
(C) Conclusion  
(543)  In light of the considerations in paragraphs (532)  to (542)  above as well as all 
evidence available to it, the Commission concludes that in the French market for 
high-speed doors, the Transaction raises  to serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement due to horizontal 
non-coordinated ef fects give n (i) the significant combined market shares of the 
Parties (above 50%), well ahead of its only other sizeable competitor; (ii) the pre -
existing high concentration level in the market; (iii) the close competition between 
the Parties; and (iv) the existence  of high barriers to entry.  
                                                 
475  Questionnaire 4 to competitors of industrial doors , question 37.2; and Questionnaire 5 to customers 
of industrial doors , question 39.2.  
476  Questionnaire 4 to competitors of industrial doors, question 37.2.1. Original quote in French: ‘[l]a 
concentration du marché rend l’implantation compliqué car il faut avoir une gamme extrèmement 
large pour répondre aux grands comptes’ . 
477  Questionnaire 5 to customers of industrial doors, question 39.2.1. Original quote in French: 
‘[p]rincipalement législatives, qualitatives et la réputation jouent également beaucoup’.  
478  Questionnaire 5 to customers of industrial doors, question 39.2.1. Original quote in F rench: 
‘[r]éseau commercial, réseau Service Après Vente’ . 
479  Questionnaire 4 to competitors of industrial doors, question 27.  
480  Questionnaire 4 to competitors of industrial doors, question 27.  
481  Questionnaire 4 to competitors of industrial doors, questio n 38.1. Original quote in French: ‘[p]our 
faire disparaitre les concurrents, apres concentration il y a baisse des prix, les concurrents ne 
peuvent pas suivre et disparaissent. Le monopole devient total et les prix flambent’ . 
482  Questionnaire 5 to customer s of industrial doors, question 41. Original quote in French: ‘Je suis  très 
inquiet par ce rapprochement et surtout très pessimiste’.  
483  Questionnaire 5 to customers of industrial doors, question 41 . Original quote in French: ‘ASSA 
ABLOY est capable de tue r des concurrents à souhait, ils en ont les capacités financières’ . 
 
126 7.4.2.  After -sales services for industrial doors  
7.4.2.1.  Interplay between horizontal and vertical effects for after -sales services for 
industrial doors  
(544)  As is the case in automatic pedestrian doors, there is a direct connection between 
horizon tal and vertical effects for after -sales services for industrial doors, as well as 
between after -sales and the manufacturing and supply of (the different types of) 
industrial doors. There are also significant scale effects in both the markets for the 
manuf acture and supply of (the different types of) industrial doors discussed in 
Section 7.4.1 , and for after -sales services for industrial doors, as will be discussed 
in Section (547)  below .  
(545)  As discussed  in Section 7.2., the market shares in automatic pedestrian doors are 
used a proxy for the installed base of automatic pedestrian doors in each country. 
The same proxy will be used for industrial doors. This means that when the size of 
both the installed base and the servicing network of industrial doors is important, 
there is a competitive advantage to capture new sales (also for after -sales services). 
Post-Transaction, whenever the Parties have a larger installed base and servi cing 
network, (as will be assessed in Section 7.4.2.1(B)  below) their incentive to supply 
spare parts to third party after -sales services suppliers may decrease .  
(546)  Therefore, to assess effectively the effects of the Transaction v ertically it is 
important to take into consideration the size of the Parties’ ins talled base of 
industrial doors , as denoted by the shares in the market for the manufacture and 
supply of industrial doors . 
(547)  Given that spare parts are a  fundamental input for after-sales services and given the 
interplay between horizontal and vertical effects in relation to spare parts and after -
sales services, the competitive analysis of both horizontal and vertical effects for 
the supply of after -sales services for industrial  doors will also take into account 
Assessment of potential horizontal non -coordinated effects on the national markets 
for the supply of after-sales services for industrial  doors (including spare parts)  
(A) Notifying Party’s arguments  
(548)   The Notifying Party argue s that, although technically affected, the increase in the 
supply  share resulting from the Transaction is de minimis  on the market for the 
provision of after -sales services for industrial doors in Belgium. According to the 
Parties’ estimates, Assa Abloy ha s a market share of [20-30]%, whereas Agta 
Record’s market share amounts to less than [0-5]%. There are no other horizontal 
overlaps leading to affected markets  the provision of after -sales services for 
industrial doors . As reflected in Table 41, there are a number of other horizontal 
overlaps, but those do not lead to affected markets.  

 
128 service providers have to face the price of the spare parts, and therefore cannot 
compete effectively with OEMs.486  
(553)  Further, all the  competitors who expressed an opinion on this point consider that 
larger clients tend to go to OEMs first for their after -sales needs for industrial 
doors, and the vast majority of non -integrated suppliers consider that larger 
projects tend to go to OEMs f or after -sales.487 
(554)  Moreover, the results of the market investigation have shown that there are h igh 
barriers to entry and  expansion.  A competing OEM expressed that: ‘ Manufacturers 
such as Assa Abloy make it practically impo ssible to buy their spare parts or 
service their doors with materials exclusively from them, creating barriers to entry 
to repair their products. They put an expiration date to its parts (programmed 
obsolence) to force their substitution and only them can substitute them, at very 
high price s’.488 
(555)  However, the market investigation results indicate that customers of industrial 
doors seems to be more s ophisticated than customers of automatic pedestrian 
doors. The vast majority of competitors and end -customers, and all non -integrated 
suppliers who  expressed an opinion on this point consider that clients take into 
account the overall life cycle of industrial doors when purchasing them.489 
(556)  The very high margins in after -sales services for industrial doors evidence that end -
customers do not have much co untervailing buyer power. The margins are high as 
OEMs leverage their installed base to charge customers for maintenance, repairs 
and overhaul of their installations.  For 2018, Agta Record’s gross margin for after -
sales services in France  was [ Assa Abloy’s /Agta Record’s profit margins] , and 
Assa Abloy’s contribution margin [Assa Abloy’s/Agta Record’s profit margins] . 
Assa Abloy’s gross average margin across the EEA for 2018 was [Assa 
Abloy’s/Agta Record’s profit margins] .490 
  
                                                 
486  Questionnaire 4 to competitors of industrial doors, question 36.  
487  Questionnaire 4 to competitors of industrial doors, question 36.2; Questionnaire 5 to customers of 
industri al doors, question 38.2.  
488  Questionnaire 4 to competitors of industrial doors, question 34.3. Original quote in Spanish: 
‘Fabricantes como Asa Abloy hacen prácticamente imposible comprar sus repuestos o hacer el 
mantenimiento en sus puertas con materiales  exclusivos de ellos, creando barreras de entrada para 
realizar reparaciones de sus productos. Ponen caducidad a sus piezas (obsolescencia programada) 
para obligar a sustituirlas y solo las pueden sustituir ellos a unos precios muy elevados’.  
489  Questionna ire 4 to competitors of industrial doors, question 30; Questionnaire 5 to customers of 
industrial doors, question 29.  
490  Form CO, Annex 8.1.1 (2).  

 
130 give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement.  
7.4.2.2.  Assessment of potential vertical  non-coordinated effects on the upstream sup ply of 
branded spare parts for industrial doors and the downstream supply of after -sales 
services   
(561)  The assessment of potential vertical non -coordinated effects on the upstream 
supply of branded spare parts for industrial doors and the downstream supply of 
after-sales services will focus on France, the only country affected for the supply of 
a type of industrial doors (high -speed doors).  
(A) Notifying Party’s arguments  
(562)  Concerning after -sales services for industrial doors, the Notifying Party submits the 
same arg uments as for after -sales services for automatic pedestrian doors (see 
Section 7.3.3.1 ).  
(563)  With regards to spare parts, the Notifying Party considers that the Transaction 
would not lead to foreclosure concerns as:  
(a) Regarding input  foreclosure, there are alternative sources of supply of spare 
parts, and if the Parties refuse to supply its brand -specific spare parts or 
increase prices post -Transaction they would, as a result, likely lose 
customers; and  
(b) Regarding customer foreclosure,  the Parties only represent a limited part of 
the customer base for spare parts.491 
(B) Commission’s assessment  
(B.i) Ability  
(564)  Following its market investigation, the Commission considers that post -
Transaction, the merged entity would have the ability to engage in inpu t 
foreclosure of the Parties' spare parts, technical information and servicing tools 
necessary to perform after -sales services for industrial doors. This input foreclosure 
would entail either not providing spare parts, technical information and/or servicin g 
tools, or providing them at an expensive price and with long lead -times. The 
Commission considers that this conduct could in principle be implemented readily . 
(565)  Moreover, brand -specific spare parts are captive (and therefore the Parties have a 
significant degree of market power in this market) and both spare parts, technical 
information and servicing tools are critical for performing after -sales services on 
the Parties' industrial doors. Further, the Parties have a very high market share in 
the related mark et for the manufacture and supply of high -speed doors in France 
([50-60]%). This market is closely related to the after -sales market, and has been 
used as a proxy to determine the Parties’ installed base, as an advantage to capture 
new after -sales business  opportunities . 
                                                 
491  Form CO, paragraph 2088.  
 
131 (566)  Further, the majority of the respondents to the market investigation that expressed 
an opinion on this point indicate that there have sometimes experienced difficulties 
servicing doors supplied by a third party, notably because of the price s and lead -
time of spare parts.492 The sourcing of spare parts at reasonable costs has also 
proven a difficulty for the majority of competitors and all non -integrated suppliers 
who expressed an opinion on this point.493 
(567)  An end -customer expressed that: ‘ The con centration in the door market with two 
major actors in France may be prejudicial to the competitive landscape in this 
market with a risk of increasing prices upstream, servicing and repairs ’.494 A non -
integrated supplier expressed that: ‘ Assa Abloy will be i n a very strong position and 
will compulsorily seek to have a return over its buying investments. Assa Abloy’s 
management is known for being very hard and oriented on the hyper profitability at 
the expense of humans ’.495 
(568)  Further, site visits have revealed th at accessing the control unit of operators for 
servicing purposes requires specific pieces of software and hardware only available 
to the original OEM or upon license.  
(B.ii) Incentive  
(569)  The Commission has assessed the potential incentives of the Parties to engage in 
input foreclosure post -Transaction. The Commission considers likely that the 
Parties may engage in such foreclosure because of the following reasons: (i) the 
margins on after -sales services are significantly higher than on new sales of 
automatic pedestr ian doors; (ii) there are significant cross -sales effects, that may be 
strengthened post -Transaction; (iii) the trade -off incentive of selling spare parts to 
competing OEMs in exchange for them selling their spare parts to the Parties may 
decrease post -Transaction . 
(570)  Firstly, it must be noted that the Parties have market power in the upstream market, 
as these markets are captive, but also in the downstream market for high -speed 
doors in France,496 where the Parties have a large installed base . 
(571)  As discussed in S ection 7.4.2.1(B) , the Parties’ margins for after -sales services are 
significantly higher than those for the sale of automatic pedestrian doors. This 
                                                 
492  Questionnaire 4 to competitors of industrial doors, question 33; Questionnaire  5 to customers of 
industrial doors, question 32.  
493  Questionnaire 4 to competitors of industrial doors, question 34; Questionnaire 5 to customers of 
industrial doors, question 33.  
494  Questionnaire 5 to customers of industrial doors, question 33.3. Origina l quote in French: 
‘Concentration du marché de la porte avec deux acteurs majeurs en France peut être préjudiciable à 
l'univers concurrentiel sur ce marché avec un risque de faire monter les prix en achat, maintenance 
et réparation.’  
495  Questionnaire 5 to customers of industrial doors, question 33.3. Original quote in French: ‘Assa 
Abloy va être en position très forte et va obligatoirement chercher à avoir un retour sur les 
investissements d'acquisition. Le management d'Assa Abloy est connu pour être très d ur et orienté 
sur l'hyper rentabilité au détriment de l'humain.’  
496  As has been mentioned in the horizontal assessment for after -sales for automatic pedestrian doors 
for Sweden and France, the market shares for after -sales services for industrial doors inc lude other 
players than OEMs, for example facility management companies. Therefore, these players dilute the 
Parties’ estimates of after -sales services for industrial doors if compared to the manufacture and 
supply of industrial doors.  
 
132 finding is further evidenced by Assa Abloy's earning calls with its investors,  as 
shown in paragraph (460)  above. These statements display the importance of after -
sales services, its high margins, and ties this with a certain stickiness and captive 
base of clients. Given that after -sales services are more  profitable than new sales of 
doors, an increase in the installed base of the Parties post -Transaction may 
incentivise them to expand in the supply of after -sales services for their installed 
base. For that reason, the Parties might want to position themse lves as the only 
ones able to supply their spare parts (necessary for servicing their doors), and 
therefore will increase their incentives to stop supplying third party after -sales 
service providers . 
(572)  There already are significant cross -sales effects in the  automatic door industry: 
OEMs will try to sell additional products or services to existing customers, and 
these effects may strengthen for the Parties post -Transaction .  
(573)  As mentioned in Section 7.4.2.1(B) , the results from the market investigation 
indicate that the overall size of both an OEM’s installed base of industrial doors 
and its servicing network are advantages to capture new after -sales business 
opportunities. Post -Transaction, the merged entity will have a larger size of 
installed base and servicing network, and therefore, their incentive to cross -sale 
may be higher. This may in turn translate into an incentive to not supply with the 
necessary tools, spare parts and information to third -party after -sales service 
provide rs, so the merged entity can service its installed base of industrial doors . 
(574)  Currently, OEMs (including the Parties) have the incentive of selling spare parts to 
competing OEMs, with the trade -off of the competing OEMs selling spare parts 
back, so doors fr om these OEMs can be serviced . With increased market shares, 
the incentives of the merged entity of selling its spare parts may decline, as they 
will have a large installed base and a possibility to service all those doors . 
(B.iii)  Effects  
(575)  The potential effects of  this input foreclosure are threefold: (i) a decrease in the 
availability of the Parties' spare parts, technical information and servicing tools; (ii) 
an increase in the prices of the Parties’ spare parts; (iii) an increase in the difficulty 
of third -party  after-sales service providers to service the Parties' doors; and (iv) an 
increase in the prices of after -sales services, as a consequence of these previous 
three potential effects . 
(576)  As explained in Section 7.4.2.1(B) , the result s of the market investigation echoed 
the likelihood of these effects taking place post -Transaction.  
(577)  In light of the considerations in paragraphs (564)  to (576)  above as well as all 
evidence available  to it, the Commission concludes that  the question of whether 
serious doubts arise in relation to the potential vertical non -coordinated effects on 
the upstream supply of industrial  doors and the downstream supply of after -sales 
services for industrial doo rs can be left open as the commitments include structural 
commitments in the EEA country  for which the Commission has raised serious 
doubts as to its compatibility with the internal market for the manufacture and 
supply of high-speed doors.  
 
133 7.5. Access control systems  and components  
(578)  Among the Parties, only Assa Abloy is active in the manufacture and supply of 
access control systems and components. Moreover, access control systems and 
components do not constitute direct or important input into the manufacture and  
supply of automatic doors, or vice -versa. The Transaction may therefore only give 
rise to potential non-coordinated conglomerate  effects in relation to  the supply of 
access control systems  and components , as discussed below.  
7.5.1.  Notifying Party’s a rguments  
(579)  The Notifying Party submits that the Transaction would not have any 
anti-competitive effects with respect to  the supply of access control systems and 
components from a conglomerate perspective.497 
(580)  According to the Notifying Party, electronic access control sy stems and 
components, on the one hand,  and automatic pedestrian doors , on the other hand,  
are sourced from different channels and at different times. Consequently, they are 
also installed separately. In addition, the Notifying Party submits that OEMs of 
automatic doors represent an insignificant customer segment for suppliers of 
electronic access control systems and components. Moreover, post -Transaction, 
there will remain many suppliers of access control systems and components. 
Finally, the Notifying Party  puts forward arguments on interoperability, claiming 
that the Parties’ automatic doors use an open interface that can be connected with 
any electronic access control system and that there are no specific hardware 
constraints for seamless interaction betwe en automatic doors and pre -installed 
electronic access control systems.  
7.5.2.  Commission’s assessment  
(581)  During the course of the Phase I market investigation, the Commission received a 
complaint from a market participant relat ing to anti -competitive effects arising 
from the bundling of  electronic access control systems and automatic pedestrian 
doors.498 
(582)  However,  the claims made by the complainant were not fully corroborated by the 
results of the market investigation. In particular, respondents to the market 
investig ation support the Notifying Party’s claim that the choice of automatic 
pedestrian doors typically does not take place at the same time as the choice of 
access control system (or components ) used to manage the external access to the 
building in question.499 In addition, according to the qualitative feedback provided 
by certain competing OEMs, access control systems are chosen before automatic 
pedestrian doors.500  
(583)  The outcome of the market investigation does not either  substantiate a risk of 
technical  tying  betw een access control systems and automatic pedestrian doors , as 
                                                 
497  Form CO, Section  D.5.1., paragraph  2131 and Section D.5.5.  
498  Non-confidential version of the complaint of a market participant, 19 February 2020.  
499  Questionnaire 1 to competitors, question 99; Questionnaire 2 to end -customers, question 86; 
Questionnaire 3 to non -integr ated suppliers, question 109.  
500  Questionnaire 1 to competitors, question 99.1.  
 
134 the majority of OEMs state that access control systems  and components  generally 
communicate with  and operate with any automatic pedestrian door, by means  of an 
open interface.501 
(584)  Nevertheless, a ccording to the results of the market investigation, Assa Abloy is 
considered a significant supplier of access control systems and components in the 
EEA by the majority of respondents .502 Moreover , the industry at hand is 
characterised by strong portfolio effe cts. In fact, t he majority of competing OEMs 
consider that it is a significant competitive advantage for  suppliers of automatic 
pedestrian doors to be also able to supply access control systems and/or 
components as well as for suppliers of access control s ystems and/or components 
to be also able to supply automatic pedestrian doors.503  
(585)  In practice, w hile the results of the market investigation are inconclusive as to 
whether it is a frequent practice for suppliers to offer together as a discounted 
bundle acce ss control systems and/or components with automatic pedestrian doors , 
the majority of competing OEMs and half of direct customers consider that such 
bundled offers are likely  to become more common in the future.504  
(586)  Finally , the majority of competing OEMs an d non -integrated suppliers consider 
that the Transaction , inasmuch as Assa Abloy is also a supplier of access control 
systems and components,  may affect negatively their position as suppliers of 
automatic pedestrian doors.505 
(587)  In light of the above considerat ions, the Commission concludes that while serious 
doubts with regard to non-coordinated conglomerate effects  in the supply of access 
control systems  and components cannot be excluded , the se are effectively 
addressed by the proposed commitments (see Section  9).  
(588)  In fact, Agta Record is not active in the supply of access control systems and 
components whereas Assa Abloy is already active both in the supply of automatic 
pedestrian doors and of access control systems and components. Hence, in the 
present case, conglomerate effects would arise as a result of the combination of the 
Parties’ activities in the supply of automatic pedestrian doors. However, the 
proposed commitments address the Commission’s concerns relating to increased 
concentration in the supply of  automatic pedestrian doors arising from the 
Transaction. As a result, the Commission finds that, on balance, the Transaction is 
unlikely to give the combined entity  an increased ability or increased incentives to 
engage in successful conglomerate strategi es, at least to a material extent , 
compared to the Notifying Party today .  
                                                 
501  Questionnaire 1 to competitors, question 93.  
502  Questionnaire 1 to competitors, questions 89 and 90; Questionnaire 2 to end -customers, questions 
76 and 77; Questionnaire 3 f or non -integrated suppliers, questions 100 and 101.  
503  Questionnaire 1 for competitors, questions 88.2.1. and 88.2.2.  
504  Questionnaire 1 for competitors, questions 100 and 100.2; Questionnaire 2 to end -customers, 
questions 87 and 87.2;  
505 Questionnaire 1 f or competitors, question 99; Questionnaire 3 for non -integrated suppliers, question 
113. 
 
135 7.6. Lock ing devices  
(589)  Locking devices constitute an input for automatic pedestrian doors. Among the 
Parties, only Assa Abloy is active in the manufacture and supply of locking 
devices. The Transaction may therefore only give rise to potential non -coordinated 
vertical  effects in relation to  the supply of locking devices, as discussed below.  
7.6.1.  Locks  
7.6.1.1.  Notifying Party’s arguments  
(590)  The Notifying Party submits that the Transaction would not have an y 
anti-competitive effects as any input or customer foreclosure  strategies would be 
ineffective.506 
(591)  With regard to an y possible input foreclosure  strategy ,507 the Notifying Party 
claims that there are many alternative lock suppliers on the market. Moreover, it  
points to the fact that the majority of automatic doors are sold without a lock, as 
most doors are equipped with an intrinsic locking mechanisms. The Notifying 
Party further claims that even when a lock is required, it is delivered and installed 
separatel y from the doors. According to the Notifying Party, locks in any case do 
not constitute an important input, as especially mechanical but also 
electromechanical locks  represent only a minor part of the price of automatic 
pedestrian  doors.508  
(592)  With regard to a ny possible customer foreclosure  strategy ,509 the Notifying Party 
submits that the merged entity would not have the ability to increase upstream 
competitors’ costs or restrict access to a significant customer base. First, the Parties 
account for a small prop ortion of the demand for locks, with the majority of sales 
by lock su ppliers made to other categories of customers such as OEMs of manual 
doors, non -integrated  suppliers and locksmiths. According to the Notifying Party, 
there are numerous other customers f or the supply of locks, including  other OEMs 
of automatic doors but also OEMs of manual doors  and windows .  
7.6.1.2.  Commission’s assessment   
(593)  The Commission has assessed a risk of Assa Abloy  engaging in foreclosure 
strategies in Assa Abloy/C ardo.510 Similarly to the present case, that decision 
concerned the acquisition by Assa Abloy of a company that was not active in the 
manufacturing of mechanical  locks. In that decision , the Commission found that 
the merged entity was unlikely to engage in foreclosure in relation t o locks and 
industrial or residential garage doors .511 
                                                 
506  Form CO, Section D.1.1., paragraph  1994.  
507  Form CO, Section D.1.1., paragraph  1994 and Section D.1.6.2.  
508  Form CO, Section D.1.4., paragraph  2023.  
509  Form CO, S ection D.1.1., paragraph  1994 and Section D.1.6.3.  
510  Commission decision of 9 March 2011 in Case COMP/M.6117 – Assa Abloy/Cardo , paragraphs  38-
42.  
511  Commission decision of 9 March 2011 in Case COMP/M.6117 – Assa Abloy/Cardo , paragraph  42. 
 
136 (594)  In the present case, t he Commission focuses its assessment o n vertical links 
between  locks and automatic pedestrian doors  because , according to the Notifying  
Party , locks are rarely used in high -speed do ors, either for internal and for external 
applications. 512 
(A) Affected markets  
(595)  As stated in paragraph  (176) , the Commission leaves open the geographic 
definition of the market for the supply of locks. If the market was to be defined  as 
EEA -wide, it would not be affected, as the Parties’ combined market share s on the 
market for the supply of mechanical locks513 to OEMs of doors and windows are 
approximatively [10-20]% (by value) and [20-30]% (by volume).514 However, 
under a narrower marke t definition, national markets of several Member States 
would be considered affected.  The Notifying Party has an upstream market share of 
30% or more in nine countries based on value (Denmark, Estonia, Finland, Latvia, 
Norway, Romania, Slovenia, Spain, and  Sweden) and ten countries based on 
volume (Bulgaria, Denmark, Estonia, Finland, Latvia, Norway, Poland, Romania, 
Spain, and Sweden).515 
(B) Input foreclosure  for locks  
(B.i) Ability  
(596)  According to the results of the market investigation, Assa Abloy is indeed  one of 
the main  supplier s of locks for automatic pedestrian doors in the EEA.516 However , 
at the EEA -level, as stated in paragraph (595) , the merged entity would not have a 
sufficiently strong presence upstream to have the ability to engag e in input 
foreclosure  for locks . Only at national level, in the countries listed in paragraph 
(595) , could the Notifying Party’s strong presence upstream support an ability to 
engage in a foreclosure strategy.  
(597)  However , the resu lts of the market investigation support  the Notifying  Party’s 
claim that automatic pedestrian  doors are typically sold without locks.  When asked 
about the percentage of automatic pedestrian doors supplied by their company that 
are equipped with standalone locks (as opposed to the intrinsic locking 
mechanism), half of competing OEMs state that it is between 0 -5% for swing doors 
and the majority states it is also 0-5% for both sliding doors and revolving doors.517 
(598)  Moreover , the overwhelming majority of responde nts consider locks supplied by 
Assa Abloy for automatic  pedestrian doors in the EEA to be  comparable to locks of 
other suppliers.518 This result  confirms the Notifying Party’s claims as to the simple 
                                                 
512  Reply of the Notifying Party  to question 5 of a request for information  11, 20 January 2020.  
513  The Notifying Party did not submit in the Form CO market shares for the supply of 
electromechanical locks, explaining in the reply to Question 4 of request for information  8 of 19 
December that ‘ where automatic doors are sold with an integrated lock, it is in alm ost all cases a 
mechanical lock’ . 
514  Form CO, Section D.1.6.1., paragraph  2032.  
515  Form CO, Table D.1.6.1.  
516  Questionnaire 1 for competitors, question 112; Quest ionnaire 3 for non -integrated suppliers, 
question 121.  
517  Questionnaire 1 for competitors, question 105.2.   
518 Questionnaire 1 for competitors, question 114.2; Questionnaire 3 for non -integrated suppliers, 
question 123.2.  
 
137 and standardised character of locks , both mechanical and e lectromechanical,  as 
well as the possibility to source these products from a broad range of  lock 
manufacturer s, wholesaler s or locksmith s.519 
(B.ii) Incentive  
(599)  Considering  a narrow  geographic market definition at national level, as mentioned 
in paragraph (595) , the combined entity would have a significant  presence both 
upstream and downstream (on the market for  supply of  at least one type of  
automatic pedestrian doors ) in only a few countries .520  
(600)  Thus, i n spite of the Notify ing Party’s significant  upstream market position  (in the 
supply of locks), no incentive to engage in input foreclosure strategies arise from 
the Transaction due to the lack of Agta Record’s downstream activity (in the 
supply of automatic pedestrian doors).  This is the case for the supply of all types of 
automatic pedestrian doors in Estonia  and for the supply of  revolving doors in 
Finland, Norway,  Poland, Slovenia and Sweden . There may therefore be no 
incentive or any material  change in the incentive to eng age in foreclosure strateg ies 
on these markets.  
(601)  With respect  to other countries  where  the Notifying Party holds a significant 
upstream market position  (see paragraph (595) , and in particular in Denmark (for 
sliding , swing  and re volving doors), Latvia (for sliding and swing doors), Norway 
(for sliding and swing  doors ), Poland (for sliding and swing doors), Romania (for 
sliding and swing  doors) , Slovenia (for swing doors)  and Spain (for sliding and  
swing doors), the downstream presence of the merged entity would remain below 
30%.521 Thus, an incentive to engage in to any input  foreclosure strategy (as well as 
an overall impact of such strategy) with regard to these markets would be limited.  
(602)  Furthermore, f or several downstream markets where the Parties’ combined market 
shares are higher ( [30-40]% for sliding  doors in Finland, [50-60] % for revolving 
doors in Romania, [30-40]% for sliding and [30-40]% for swing doors in Sweden), 
the increment s are  not significant (respectively [0-5], [0-5], [0-5] and [0-5] 
percentage points). 522 With regard to revolving doors in Latvia, the relatively high 
increment of [10-20] percentage points relates to the sale of [0-5] doors.523 As a 
result, any  change in the incentive to engage in a foreclosure strategy  is unlikely to 
be material .  
(603)  Finally, concerns of increased concentration in downstream affected  markets in 
Finland (s wing  doors with a combined market share of [30-40]% and an increment 
of [5-10] percentage points) and Slovenia (sliding doors with a comb ined market 
                                                 
519  Form CO, Section D.1.4., paragra ph 2024 and reply of the Notifying Party to question 2 of the 
request for information 15, 21 February 2020.  
520  The Parties’ market shares used in this section were submitted as Annex 7.2. to the Form CO.  
521  Combined market shares  from the Commission’s mar ket reconstruction : Denmark: [20-30]% for 
sliding doors, [10-20]% for swing doors and [20-30]% for revolving doors; Latvia: [10-20]% for 
sliding doors, [5-10]% for swing doors; Norway: [5-10]% for sliding doors, [20-30]% for swing 
doors, Poland: [20-30]% for sliding doors, [5-10]% for swing doors; Romania: [20-30]% for sliding 
doors, [10-20]% for swing doors; Slovenia: [10-20]% for swing doors; Spain:  [10-20]% for sliding 
doors and [20-30]% for swing doors.  
522  Commission’s market reconstruction.  
523  Commissi on’s market reconstruction.  
 
138 share of [30-40]% with an increment of [10-20] percentage points )524 are 
sufficiently addressed by the proposed commitments (see Section 9).  
(604)  In addition, while locks are considered an essential input for automatic pedestrian 
doors by the majorit y of competing OEMs and a predominant number of non -
integrated suppliers,525 the majority of respondents do not consider them  as a 
significant cost factor relative to the overall production costs of automatic 
pedestrian doors.526  
(605)  The majority of respondents to the market investigation also state that in the event 
of a significant price increase or difficulty to procure locks from Assa Abloy , they 
would have sufficient alternative suppliers to procure locks for automatic 
pedestrian doors at competitive market c onditions.527  
(606)  Overall , the Commission finds that  even if an ability could potentially be sustained 
on the basis of a narrow definition of the geographic market  at national level , the 
merged entity would have a limited increased incentive to engage in input 
foreclosure strateg ies post -Transaction . 
(B.iii)  Overall impact  
(607)  As very few automatic pedestrian doors appear to be supplied with locks (see 
paragraph (597) ), according to the results of the market investigation,  the overall 
impact of a  related  input foreclosure strategy would be limited.  
(B.iv)  Conclusion on input foreclosure  
(608)  According to the results of the market investigation, the majority of respondents do 
not consider that the Transaction may affect their ability to procure locks for 
automatic pedestrian doors at competitive market conditions.528 
(609)  While the Commission finds appropriate to leave the relevant geographic market 
definition  open  in the present case , it finds that the merged entity would have no 
ability to engage in an y successful  input foreclosure strategy  if the market was to 
be defined as EEA -wide . If the market was to be defined at national level , the 
merge entity would have  limited, if any, incentive to implement such conduct. In 
any event, the overall impact of any input forec losure strategy is unlikely to be 
material given the very limited volumes of automatic doors supplied with locks.  
(610)  On this basis, the Commission finds  that the Transaction does not give rise to 
serious doubts of anticompetitive effects arising from input  foreclosure  strategies in 
relation to the supply of locks . 
                                                 
524  Commission’s market reconstruction.  
525  Questionnaire 1 for competitors, question 115; Questionnaire 3 for non -integrated suppliers, 
question 124.  
526  Questionnaire 1 for competitors, question 116; Questionnaire 3 for non -integ rated suppliers, 
question 125.  
527  Questionnaire 1 for competitors, question 117; Questionnaire 3 for non -integrated suppliers, 
question 126.  
528  Questionnaire 1 for competitors, question 118; Questionnaire 3 for non -integrated suppliers, 
question 127.  
 
139 (B.v) Input foreclosure for elect romechanical (also known as electrical  or 
electric ) locks  
(611)  Over the course of the merger review process , the Commission received a 
complaint from a competing automatic ped estrian door OEM invoking the ‘[c]lear 
ability and incentives of the merged entity to engage in input foreclosure ’ with 
regard to electric locks.529  
(612)  The complainant stresses that electric  locks constitute an important part of the total 
value of automatic sw ing doors. It also submits that, post -Transaction, the merged 
entity is likely to reduce capacity and will have no incentive to supply its 
competitors at a competitive price level.  
(613)  According to the complainant, the merged entity’s ability to engage in inp ut 
foreclosure stems from its significant market position in the supply of automatic 
pedestrian doors  and a lack of alternative lock suppliers, in particular in view of the 
applicable switching time and costs . The complainant further states that the merged  
entity would have an incentive to engage in such behaviour to further weaken the 
remaining competing OEMs of automatic pedestrian doors.  
(614)  The Commission does not find the complainant’s concerns likely to materialise.  
(615)  Firstly, since the Commission’s marke t investigation related to locks in general, 
thus covering both mechanical and electromechanical locks, the conclusions drawn 
in the previous section  can be applied to the present assessment.  
(616)  Secondly, whereas  the Notify ing Party  submits that alternative suppliers are 
available , the complainant already  multi -sources electrical  locks from at least two 
suppliers.530 
(617)  Thirdly, the Parties do not supply their automatic pedestrian doors equipped with 
locks in general and with electromechanical locks in particular . The Notifying Part  
submit s that the Parties are not aware of any cases where they have supplied an 
electromechanical lock together with either a swing door, a sliding door or a 
revolving door.531 Thus,  the complainant’s concerns over capacity reduction and 
captive use of these locks  by the merged entity do not seem likely to materialise.532  
(618)  Finally, the complainant’s arguments on the lengthy period necessary to qualify an 
alternative supplier and significant costs related to switching have not been 
substantia ted.533 Moreover, t hese arguments are difficult to reconcile with the 
Notifying Party’s submission pointing to  a lack of switching costs  and barriers to 
entry .534 
                                                 
529  Non-confidential version of the complaint submitted to the Commission by a competing OEM of 
automatic pedestrian doors on 5 February 2020.  
530  Reply of the complainant to question 4 of the request for information , 10 February 2020.  
531  Reply of the Notifying Party to question 2 of the request for information 15, 21 February 2020.  
532  Non-confidential version of the complaint submitted to the Commission by a competing OEM of 
automatic pedes trian doors on 5 February 2020.  
533  Reply of the complainant to question 3  of the request for information , 10 February 2020.  
534  Reply of the Notifying Party to question 2 of the request for information 15, 21 February 2020.  
 
140 (619)  On balance , the Commission finds no ground to sustain serious doubts that the 
merged entity is li kely to have the ability or incentives to engage in an input 
foreclosure  strategy  with respect to electrical  locks . In any event, the Commission 
takes note of the Notifying Party’s irrevocable offer to continue delivering the 
complainant  for a period of ei ght years with the products delivered to it over the 
last three years , including  electrical locks , in accordance with past volumes and  at 
commercial terms in line with current supply conditions , thereby addressing the 
complainant’s co ncerns . 
(C) Customer forec losure for locks   
(C.i) Ability  
(620)  According to t he results of the market investigation , a large number of competing 
OEMs  consider that  suppliers of automatic pedestrian doors represent a n 
insignificant share of the procurement of locks in the EEA.535 One respondent  
states that ‘[a] utomatic pedestrian doors represent a small percentage of the 
overall number of doors that are equipped with locks ’536 and another one estimates 
the proportion of sales of (relevant types of) locks made to suppliers of automatic 
pedestrian d oors to be 1%.537 
(621)  Thus, the Commission finds that the merged entity would have a limited ability to 
engage in customer foreclosure.   
(C.ii)  Incentive  
(622)  In view of the findings presented  in paragraph  (621)  above , a customer foreclosure 
strategy is unlikely to increase upstream competitors’ costs and upstream prices to 
the benefit of the merged entity. Thus, the merged entity would have a limited 
incentive to engage in such conduct.  
(C.iii)  Overall impact  
(623)  In view of the findings presented in paragra ph (621)  and c onsidering the limited 
ability and incentive for the merged entity to engage in customer foreclosure, such 
conduct is unlikely to have an overall impact on effective competition.  
(C.iv)  Conclusion on customer foreclosure  
(624)  On this basis, the Commission finds that the Transaction does not give rise to 
serious doubts of anticompetitive effects arising from customer foreclosure 
strategies in relation to the supply of locks.  
                                                 
535  Questionnaire 1 for competitors, question 113.   
536  Questionnaire 1 for competitors, question 113.1.   
537  Questionnaire 1 for competitors , question 113.2.  
 
141 7.6.2.  Electric strikes  
7.6.2.1.  Notifying Party’s arguments  
(625)  The Not ifying Party describe s electric strikes are ‘simple and accessible’ 
products ,538 and submits that its own electric strikes can be used with manual or 
automatic swing doors of any brand. Furthermore, it argues that electric strikes 
with the same functions can  be source d from other manufacturers, wholesalers, 
locksmiths and security specialists.  
(626)  According to the Notifying Party, OEMs of automatic pedestrian doors have 
numerous alternative suppliers from whom they can source electric strikes of both 
Assa Abloy but also other manufacturers.539 In addition, the Notifying Party 
submits that there are no significant barriers to entry, considering the simple 
character of the technology and moderate costs (in particular for manufacturers of 
electromechanical locks), and  that there are no switching costs.540 
(627)  According to the Notifying Party’s submission, electric strikes represent less than 
5% of the overall cost of a swing door and do not constitute an important input for 
the downstream product market.541 
(628)  The Notifying Party  further submits that its sales of electric strikes directly to 
automatic door OEMs are ‘insignificant’ .542 It also states that electric strikes are 
typically not supplied by automatic door suppliers but by, e.g., customers or 
suppliers of other automatic do or hardware such as locksmiths.543 
7.6.2.2.  Commission’s assessment  
(629)  Over the course of its  market investigation, the Commission received a complaint 
regarding a risk of input foreclosure for electric strikes. The complaint insists on 
the complainant’s absolute relia nce on the Notifying Party for the supply of electric 
strikes and argues that the latter are a key input for its automatic swing doors, 
constituting also a significant cost factor.  
(A) Ability  
(630)  According to its estimates, the Notifying Party’s share  of supply o f electric strikes 
to OEM s of automatic pedestrian doors both at the EEA -level and at national level  
within the EEA w as below 20% in 2018 , and is unlikely to have materially changed 
in 2019.544  
(631)  Moreover, w hen asked about alternative suppliers, the complaina nt submits that 
while it could potentially source e lectric strikes from Dormakaba, there is a risk of 
the latter also engaging in input foreclosure  due to its vertical integration into the 
                                                 
538  Reply of the Notifying Party to question 2 the request for information  14, 11 February 2020.  
539  Reply of the Notifying Party to question 1 the request for information  14, 11 February 2020.  
540  Reply of th e Notifying Party to question 1 the request for information  15, 21 February 2020.  
541  Reply of the Notifying Party to question 1 the request for information  14, 11 February 2020.  
542  Reply of the Notifying Party to question 3 of the request for information  14, 11 February 2020 . 
543  Reply of  the Notifying Party to question 1 of the request for information 14, 11 February 2020 . 
544  Reply of the Notifying Party to question 1 the request for information  15, 21 February 2020.  
 
142 supply of automatic pedestrian doors .545 However, the Notifying Party  submits that, 
in addition to intermediaries,  there are various other alternative suppliers of e lectric 
strikes in the EEA  other than Dormakaba , e.g. Step lock, Dorcas, Nadal Badal (JIS 
Brand),  Openers & Closers , BIRA  and Fuhr . 546 
(632)  The Commission therefore finds that the merged entity is unlikely to have the 
ability to engage in an input  foreclosure strategy  with respect to the supply of 
electric strikes . 
(B) Incentive  
(633)  Considering its limited share of supply and the availability of alternative suppliers 
(see para graph (631) ), the merged entity would also have limited incentive to 
engage in an input foreclosure strategy.  
(C) Overall impact  
(634)  According to the Notifying Party’s submission, electric strikes are generally  not 
supp lied by automatic door suppliers but by, e.g., customers or suppliers of other 
automatic door hardware such as locksmiths (see paragraph (628) ). As a result  the 
overall impact of any input foreclosure strategy initiated by the m erged entity  
would be limited.  
(D) Conclusion on input foreclosure  
(635)  On balance, the Commission finds no ground to sustain serious doubts that the 
merged entity is likely to have the ability or incentive to engage in an input 
foreclosure strategy with respect to electric strikes , or that any such strategy could 
have a material impact . In any event, the Commission takes note of the Notifying 
Party’s irrevocable offer to continue delivering the complainant for a period of 
eight years with the products delivered to it over  the last three years , including  
electric  strikes,  in accordance with past volumes and at commercial terms in line 
with current supply conditions, thereby addressing the complainant’s concerns.  
7.7. Sensors  
(636)  Sensors constitute an input for automatic ped estrian doors. Among the Parties, only 
Assa Abloy is active in the supply of sensors. The Transaction may therefore only 
give rise to potential non -coordinated vertical  effects in relation to  the supply of 
sensors . 
7.7.1.  Notifying Party’s arguments  
(637)  The Notifying  Party submits that the Transaction would not lead to any foreclosure 
concerns.547  
(638)  In particular, it puts forwards that there will be no risk of input foreclosure.548 First, 
the Notifying Party considers its subsidiary Cedes to be a relatively small supplier 
                                                 
545  Reply of the complainant to question 5 of the request for information , 10 February 2020.  
546 Reply of the Notifying Party to question 4 the request for information  14, 11 February 2020.  
547  Form CO, Section D.2.1., para graph  2050.  
548  Form CO, Section D.2.4.1.  
 
143 of sensors, without any significant market power. It also submits that there are 
many suppliers of sensors to whom OEMs could switch in case of any foreclosure 
attempts.  
(639)  Moreover, the Notifying Party further claims that customer foreclosure will not 
mater ialise either.549 First, the Notifying Party argues that there is no risk of 
merger -specific customer foreclosure as the Parties cannot easily and swiftly 
switch to self -sourcing due to limited compatibility of Cedes’ sensors with both 
Agta Record’s and Assa  Abloy’s automatic pedestrian doors  as well as lack of 
compatibility of Agta Record’s sensors and Assa Abloy’s automatic pedestrian 
doors.  Second, the Notifying Party insists on its small share of the customer base 
for sensors in the EEA. As Parties’ sourc ing is partitioned among several sensor 
suppliers, they do not represent an important customer for any of the latter.  
7.7.2.  Commission’s assessment  
(640)  According to the estimates provided in the Form CO, at the EEA level, shares of 
Cedes are [0-5]% for the supply o f sensors for automatic doors  in general and, 
respectively,  [0-5]% for the supply of  sensors for automatic pedestrian doors and 
[5-10]% for the supply  sensors for industrial doors.550 As a result, the combined 
entity is unlikely to have the ability and incen tive to engage in any successful input 
foreclosure strategy in relation to the supply of sensors.  
(641)  The combined entity is unlikely to have the ability  to engage in customer 
foreclosure  strategies  due to the lack of full compatibility between the Parties’ 
respective sensors and automatic pedestrian doors (see paragraph (639) ). Moreover, 
considering that the relevant geographic product market for sensors is at least EEA -
wide, one can take the Parties’ combined market shares at the EEA -level for 
different types of automatic pedestrian doors (i.e.  [10-20]% for swing, [20-30]% 
for sliding and [10-20]% for revolving doors)551 as a proxy for their share of the 
demand for sensors. This proxy has to be further adjusted to account for the fac t 
that Agta Record sources only around [40-50]% of its sensors externally.552 On this 
basis, and considering that the Parties’ sourcing is partitioned between different  
external suppliers, it can be concluded that the Parties do not constitute an 
important c ustomer for any specific sensor manufacturer.553  
(642)  As a result, the Commission finds that the Transaction does not give rise to serious 
doubts of  anticompetitive effects arising from vertical foreclosure strategies in 
relation to the supply of sensors.  
                                                 
549  Form CO, Section D.2.4.2.  
550  Form CO, Tables D.2.4.1.(1), D.2.4.1.(2) and D.2.4.1.(3 ). 
551  Form CO, Annex 7.2.  
552  Form CO, Section D.2.4.2. , paragraph 2082.  
553  Form CO, Section D.2.4.2. , paragraph 2083.  
 
144 8. COMPET ITIVE ASSESSMENT : COORDINATED EFFECTS  
8.1. Notifying Party’s arguments  
(643)  The Notifying Party argues that no coordinated effects would arise as a result of the 
Transaction in the supply of  swing and sliding doors to non -integrated suppliers 
because: (i) the market  conditions are not conducive to  coordination as there are no 
common reference points around which terms of coordination can be reached and 
the markets are non -transparent; and  (ii) the large number of market participants of 
varying size make s coordination  impossible and easily defeated by competitors and 
customers.554 
(644)  Furthermore, the Notifying Party submits that no coordinated effects would arise as 
a result of the Transaction in the supply of  swing, sliding and revolving doors to 
end-customers because : (i) the market conditions are not conducive to  coordination 
as there are no common reference points around which terms of coordination can 
be reached and the market is non -transparent; and  (ii)the large number of market 
participants of varying size active in both the direct and indirect channels  makes 
coordination impossible and easily defeated by competitors and customers.555 
8.2. Commission’s assessment  
(645)  Overall , the Commission’s market investigation confirms the Notifying Party’s 
argument on the existence of a sign ificant number of players of different sizes 
active in the direct and indirect sale channels in different national markets. First, as 
described in Section 7.2., the  relative market position of OEMs differ across 
national markets  and product categories, and  there are different OEMs active 
predominantly in one or a limited number of national markets. Secondly, whereas  
the C ommission considers that players in the indirect sales channel do not exercise 
the same level of competitive c onstraint on the Parties as other OEMs, the presence 
of these indirect sales players  is such as to hinder the ability of companies to reach 
a common understanding on the terms of coordination.  
(646)  Furthermore, the different market position  of the different OE Ms across countries 
and product categories also reflects  differentiated positioning in terms of size and 
cost structures across the se different countries. This asymmetry is also such as to 
make  it harder for companies to reach a common understanding on the  terms of 
coordination.  
(647)  The market investigation also revealed that, although Assa Abloy is often viewed 
as the industry leader at the level of the EEA, market leaders differ from country to 
country and across product categories.556 The variations in market positions across 
countries and product categories corroborate this point. In addition, a majority of 
competitors consider that other suppliers do not tend to follow the price increase of 
the market leader.557 Generally, the outcome of the market investigatio n reveals 
                                                 
554  Form CO, paragraph 603.  
555  Form CO, paragraph 943.  
556  Questionnaire 1 for compet itors,  question 23; questionnaire 3 for non -integrated suppliers, question 
31.5.  
557  Questionnaire 1 for competitors , question 23.4. See also questionnaire 3 for non -integrated 
suppliers, question 31.4.  
 
145 that there is no consistent pattern of price adjustment in the industry or a common 
understanding of the frequency and modalities of price increases.558 Respondents 
indicated that pricing depends on a broad range of variables (size, feature, 
servic ing, etc.), which renders any price comparison or the identification of a 
market price difficult.  
(648)  In addition, the Notifying Party’s argument on the lack of market transparency is 
corroborated by discrepancies between the Notifying Party’s estimates of 
competitors’ market shares and the market reconstruction conducted by the 
Commission. In particular, there seems to be no well -known and widely used 
industry reports ensuring market transparency to a level capable of enabling  firms 
to monitor deviations from coordination and to stabilise coordinated behaviour.  
(649)  On balance, the Commission finds that the Transaction does not give rise to serious 
doubts of coordinate effects. In any event,  the commitments submitted by the 
Notifying Party  address concerns of increa sed concentration arising from the 
Transaction and thereby also address the risk that the Transaction may facilitate or 
strengthen  coordination in the relevant markets.  
9. COMMITMENTS  
9.1. Introduction  
(650)  Where a concentration raises serious doubts as regards its com patibility with the 
internal market, the Parties may undertake to modify the concentration so as to 
remove the grounds for the serious doubts identified by the Commission. Pursuant 
to Article 6(2) of the Merger Regulation, where the Commission finds that, 
following modification by the undertakings concerned, a notified concentration no 
longer raises serious doubts, it shall declare the concentration compatible with the 
internal market pursuant to Article 6(1)(b) of the Merger Regulation.   
(651)  As set out in the Commission’s Remedies Notice, 559 commitments have to 
eliminate the competition concerns entirely, and have to be comprehensive and 
effective from all points of view.560  
(652)  In the first phase of the Commission's investigation of a concentration (‘Phase I’), 
commi tments offered by the Parties can only be accepted where the competition 
concerns  are readily identifiable and can easily be remedied. The competition 
concerns  therefore need to be straightforward and the remedies clear -cut and 
sufficient to clearly rule o ut ‘serious doubts’  within the meaning of Article 6(1)(c) 
of the Merger Regulation , so that it is not necessary to enter into an in -depth 
(‘Phase II’) investigation. Where the assessment confirms that the proposed 
                                                 
558  Questionnaire 1 for competitors, questions 23.5 and  24, questionnaire 3 for non -integrated suppliers, 
question 31.3 and 31.4.  
559  Commission Notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (OJ C 26 7, 22.10.2008, pages 1 to 27) (‘the Re medies 
Notice’ ).  
560  Remedies Notice, paragraphs 9 and 61.  
 
146 commitments remove the grounds for serious  doubts on this basis, the Commission 
clears the concentration  in Phase I.561 
(653)  In assessing whether commitments will maintain effective competition, the 
Commission considers all relevant factors, including the type, scale , and scope of 
the proposed commitment s, with reference to the structure and particular 
characteristics of the market in which the concentration  is likely to significantly 
impede effective competition, including the position of the Parties and other  
participants on the market.562 
(654)  In order for co mmitments to comply with those principles, they must be capable of 
being implemented effectively within a short period of time. Concerning the form 
of acceptable commitments, the Merger Regulation gives discretion to the 
Commission as long as the commitmen ts meet the requisite standard. Structural 
commitments will meet the conditions set out above only in so far as the 
Commission is able to conclude with the requisite degree of certainty, at the time of 
its Decision, that it will be possible to implement th em and that it will be likely that 
the new commercial structures resulting from them will be sufficiently workable 
and lasting to ensure that effective competition will be maintained.563 Divestiture 
commitments are normally the best way to eliminate competit ion concerns 
resulting from horizontal overlaps.   
9.2. Procedure  
(655)  In order to render the Transaction compatible with the internal market, the Parties 
submitted a set of commitments under Article 6(2) of the Merger Regulation on 6 
February 2020  (the ‘Initial Comm itments’ ). The Commission market tested the 
Initial Commitments in order to assess whether they are sufficient and suitable to 
remedy the serious doubts identified in Section 7 of this Decision. Following the 
feedback received during the market test, the I nitial Commitments were refined and 
improved . The Parties submitted amended commitments on 24 February 2020  (the 
‘Final Commitments’ ). The Final Commitments are annexed to this Decision and 
form an integral part thereof.  
9.3. Initial Commitments  
9.3.1.  Description of the Initial Commitments  
(656)  On 6 February 2020 , the Notifying Party  proposed as ‘Initial Commitments’ to 
divest  a Divestment Business composed of : (i) Agta Record’s automatic pedestrian 
door business  (final assembly, sales , distribution, installation  and after-sales 
services) in t he Netherlands, Austria, Hungary and Slovenia; (ii) Assa Abloy’s 
automatic pedestrian door business  (sales , distribution, installation  and after-sales 
services ) in France and the United Ki ngdom; (iii) an exclusive licenc e to market 
and sell Agta R ecord’s automatic pedestrian door products in Czechia, Finland and 
Iceland for 5 years; and (iv) Agta Record’s high -speed door business 
(manufacturing assets, IP and production an d sales people) located in France . 
                                                 
561  Remedies Notice, paragraph 81.  
562  Remedies Notice, paragraph 12.  
563   Remedies  Notice, paragraph 10.  
 
147 (657)  The Divestment Business includ ed, at the option of the purchaser,  the transitional 
benefit  of arrangements under which the Parties supply products and services to the 
Divestment Business , including: (i) three year supply of Agta Record  and Assa 
Abloy’s products , spare parts and related  services  at cost (five years for the 
exclusive licence in Czechia, Finland and Iceland); (ii) three year royalty -free 
licence of all of A gta record and Assa Abloy’s trademarks, brands, trade names , 
product lines and know -how, followed by a two -year blacko ut period; and (iii) 
supply of technical information and after-sales and installation configuration tools 
and software (at cost) for the lifetime of the  Agta Record  and Assa Abloy products 
in operation in the relevant countries and t hose to be installed by  the purchaser over 
the first three years after closing.  
(658)  In addition, the Initial Commitments included behavioural commitment s to supply 
standard brand -specific spare parts, technical information and after -sales and 
installation configuration  tools  and sof tware  from the Parties to third -party service 
providers in Belgium, Bulgaria, Cyprus,  Denmark, Germany, Greece, Italy, Latvia, 
Malta, Poland, Portugal, Romania, Spain and  Sweden  on fair and reasonable terms 
for a period of five years , including  by means of  an online marketplace.  
(659)  The Initial Commitments  included all assets and staff that contribute to the current 
operations or are necessary to ensure  the viability and competitiveness of the 
Divestment Business . These are mainly: (i) tangible assets such as p remises, 
machinery and equipment, vehicles and stock; (ii) p ersonnel;  (iii) intangible assets 
such as intellectual property  rights ; (iv) permits, licences and authorisations; (v) 
customer agreements and relationships as well as supply agreements; and (vi) 
customer, credit and other records.  
(660)  Moreover , the Initial Commitments provide d for special suitability criteria 
applicable to the  potential purchaser  of the Divestment Business . Accordingly, in 
addition to standard criteria, the purchaser must (i) be an or iginal equipment 
manufacturer (OEM) of automatic  pedestrian doors and components to such doors  (or 
a supplier of industrial doors for the high -speed industrial door business) , owning 
proprietary designs and  operating adequate manufacturing facilities ; and (ii) have a 
significant footprint in the EEA complementary to that  of the Divestment Business.  
(661)  Furthermore , the Notifying Party committed  not to implement the Transaction before 
it, or the Divestiture Trustee, has entered into a final binding sale and purc hase 
agreement for the sale of the Divestment Business and the Commission has approved 
the Purchaser and the terms of sale in accordance with the procedure set out in the 
Initial  Commitments.  
(662)  Finally, the Notifying Party made  related commitments, inter ali a regarding the 
separation of the Divestment Business from the retained business , the preservation of 
the viability, marketability and compet itiveness of the Divestment Business , including 
the appointment of a monitoring trustee and, if necessary, a divest iture trustee.  
9.3.2.  Results of the market test  
(663)  The Commission launched a market test of the First Commitments on 10 February 
2020, which was addressed to competitors, non-integrated suppliers and end-
customers.  
 
148 (664)  Overall, a majority of respondents to the market t est considered that the proposed 
commitments were appropriate to eliminate the competition concerns raised by the 
Transaction.564 However, some respondents to the market test identified areas for 
improvement . 
(665)  With respect to the divestiture of the Parties’ automatic pedestrian door s 
operations, respondents  indicated that:  
(a) The three -year duration of the transitional supply arrangements and 
ancillary brand licenses was insufficient.565 A majority of respondents 
indicated that five years would be acceptable;  
(b) The exclusivity of the brand licences should be clarified to avoid 
circumvention and customer non-solicitation covenants should be 
included;566  
(c) The duration of the transitional arrangement for access to spare parts, 
technical information and servicing tools should extend to the life time of 
the automatic doors  in operation in the relevant countries ;567 and  
(d) The Divestment Business should also include a technology transfer and the 
divestiture of brands (i.e., not only a transitory licence), with a view to 
strengthe ning the long -term competitiveness of the Divestment Business.  
(666)  With respect to the divestiture of Agta Record’s industrial high -speed door 
business, respondents indicated that:  
(a) Brands should also be divested;568  
(b) The 3-year duration of the transitional suppl y arrangements and ancillary 
brand licenses was insufficient;569 
(c) The exclusion of a steel cutting machine and a steel trimming machine 
could negatively impact the viability of the Divestment Business;  
(d) Additional m easures to facilitate the transfer of the div ested assets to a 
separate location in the vicinity of the current plant should be foreseen ;570 
(e) The inclusion of other doors within the portfolio of the industrial high -speed 
door business would improve the viability of the Divestment Business; and 
(f) The high -speed industrial door business should be structured as a separate 
divestment business that could be offered to a distinct purchaser, active in 
industrial doors.  
                                                 
564  Market test questionnaire, question 1.  
565  Market test questionnaire, questions 12 to 16.  
566  Market test questionnaire, question 2.2.  
567  Market test questionnaire, questions 14 and 15.  
568  Market test questionnaire, question 24.1.  
569  Market test questionnaire, question 36.  
570  Market test questionnaire, question 30.  
 
149 (667)  In relation to the behavioural commitments, respondents indicated that:  
(a) The five -year duration of the behavioural commitments was insufficient in 
comparison with the life cycle of automatic pedestrian doors. Respondents 
converged around ten years as an acceptable duration;571  
(b) The ‘fair and reasonable’  terms governing the pricing of the supply 
obligat ion should be clarified;572 and  
(c) A neutral forum for dispute resolution should be set up instead of, 
ultimately, Stockholm (i.e., the seat of Assa Abloy).573 
(668)  Two complainants opposed the  design and modalities of the Initial Commitments 
as part of  the market te st and , in particular,  claimed that  automatic pedestrian door 
manufacturing assets should be  part of the  Divestment Business.574 One of these 
complainants further submitted that the Initial Commitments were insufficient a s 
(i) they were not ‘clear cut’;  (ii) consisted in a ‘complex mix -and-match solution of 
assets’ ; (iii) lacked scale  in view of the overlaps between the Parties’ activities ; and 
(iv) raised doubts as to whether a suitable purchaser could be found.575 
9.3.3.  Commission’s assessment of the Initial Commit ments  
(669)  The Commission notes that the Initial Commitments remove d the overlap  between 
the Parties’ activities  in those national markets where the Transaction would have 
raised serious doubts as to its compatibility with the internal market and the EEA -
agreem ent. In addition, the Initial Commitments were capable of removing  all other 
competition concerns raised by the Transaction , as discussed  in Sec tion 7 , 
including those of a vertical and conglomerate nature .576 Thus, the Commission 
considers that the Initial Commitments were in principle sufficient  to address the 
identified competition concerns , and thus could be subject to market test . 
(670)  In addition, w hile the Initial Commitments include d the divestiture of both Agta 
Record’s and Assa Abloy’s operations at nati onal level (namely A gta Record’s 
automatic pedestrian door business in t he Netherlands, Au stria, Hungary and 
Slovenia and  Assa Abloy’s automatic pedestrian door business  in France and the 
United Ki ngdom), the Commission notes that (i) the Initial Commitmen ts did not 
                                                 
571  Market test questionnaire, q uestion 41.  
572  Market test questionnaire, question 42.  
573  Market test questionnaire, question 2.2.  
574  Market test questionnaire, question 2.1.  
575  Market test questionnaire, question 2.1.  
576  As stated in Section 7.5.1.2., the risk of conglomerate effects in  relation to the supply of access 
control systems and components is addressed by the proposed commitments.  In effect, Agta Record 
is not active in the supply of access control systems and components whereas Assa Abloy is already 
active both in the supply o f automatic pedestrian doors and of access control systems and 
components. Hence, in the present case, conglomerate effects would arise as a result of the 
combination of the Parties’ activities in the supply of automatic pedestrian doors. However, the 
proposed commitments address the Commission’s concerns relating to increased concentration in 
the supply of automatic pedestrian doors arising from the Transaction. As a result, the Commission 
finds that, on balance, the Transaction is unlikely to give the com bined entity an increased ability or 
increased incentives to engage in successful conglomerate strategies, at least to a material extent, 
compared to the Notifying Party today.  
 
150 entail a mix -and-match of assets at national level , or otherwise ; and (ii) each 
business to be divested at national level each constitute s a stand -alone business.  
Indeed, the Initial Commitments include all the relevant assets which the national  
businesses currently use to operate in the relevant national markets.  
(671)  In addition, the Initial Commitments include d, for a transitional period,  the 
guaranteed supply of the products and services currently sold or used in the day -to-
day operation of the v arious national businesses to be divested. Hence, the Initial 
Commitments ensured the seamless continued operation of the Divestment 
Business. The Initial Commitments were designed in such a way, notably by 
specifying specific purchaser criteria, that over  time these products and services 
would be provided by the purchaser, including from its own manufacturing 
facilities . In turn, the fact that the Divestment Business did not include own 
manufacturing assets, beyond final assembly, was not such as to render  the Initial 
Commitments improper in view of the integrated structure of the supply chains in 
the industry, the fact that manufacturing takes place largely by manual assembly of 
various components, and that capacity is not constrained and can be scaled wit h 
limited investments and time.  
(672)  Moreover, the Commission undertook to verify the profitability of the Divestment 
Business based on profit and loss data submitted by the Parties, and concluded that 
it was profitable . 
(673)  Accordingly, the Commission concluded th at the Divestment Business was a stand -
alone business  and that Initial Commitments were in principle sufficiently clear -cut 
to address the serious doubts arising from the Transaction . 
(674)  In response to the market test, a number of  companies active as OEMs of automatic 
pedestrian doors expressed a general interest in the acquisition of the Divestment 
Business.577 Of these, none  made their interest conditional on the inclusion of 
manufacturing assets. Some additional respondents indicated the interest in parts of 
the Divestment Business .578 The Commission therefore considers that there is 
sufficient credible interest for the acquisition of the Divestment Business by 
potential purchasers.  
(675)  The Commission moreover notes the Notifying Party's commitment not to 
implement the Transaction before the Commission approves the Purchaser, limits 
the risk related to not finding a suitable purchaser.   
9.3.4.  Conclusion on the Initial Commitments  
(676)  On the basis of the above, the Commission conclude s that the Initial Commitments 
were generall y suitable to address the competition concerns  and serious doubts  
identified by the Commission  in Section  7. However, as explained  in Section  9.3.2, 
the market test pointed towards some shortcoming in the Initial Commitments , 
which could negatively impact the viability and competitiveness of the Divestment 
Business.  The Initial Commitments were subsequently refined and improved to 
address these shortcomings.  
                                                 
577  Market test questionnaire, question 49.  
578  Market test questionnaire, questi on 49.3.  
 
151 9.4. Final Commitments  
9.4.1.  Description of the Final Commitments  
(677)  On 20 February 2 020, the Notifying Party submitted modifications to the Initial 
Commitments (the ‘Final Commitments’).  
(678)  The main modifications are as follows :  
(a) the addition of an EEA -wide non -exclusive licence to the entirety of Agta 
Record’s automatic pedestrian door technology ( including patents, designs, 
copyrights, trade secrets, know -how and data used in connection with the 
manufacturing of its automatic pedestrian doors , along with  access to all 
relevant project notebooks, design history files, drawings, product 
speci fications, manufacturing process descriptions, validation 
documentation, packaging specifications and quality control standards );  
(b) the addition of the transfer, at the option of the purchaser, of a number of  
brands (formerly) used by the Parties in the mar keting and supply of either  
automatic pedestrian doors or industrial doors ;  
(c) the extension of the transitional arrangements for the supply of products and 
service to the Divestment Business  from three to five years ;  
(d) the clarification that access to spare parts, technical information and 
servicing tools is granted for the life span of the products in operation in the 
relevant countries (including f or the three export countries, namely Czechia, 
Finland and Iceland) ;  
(e) the inclusion of a customer non-solicitat ion clause of five years;   
(f) the extension of the scope of the Divestment Business pertaining to The 
Netherlands  so as  to include Belgium ;  
(g) for high -speed industrial doors, the inclusion of additional 
servicing/installation personnel, of steel cutting and st eel trimming 
machines , and of a transit ory supply arrangement for the p urchaser to 
procure at cost complementary products (known as overhead sectional 
doors) , as well as an extension of the duration of transitional arrangements 
for the supply of products a nd services from three to five years and 
additional measures to facilitate the transfer of the business to nearby 
premises;  
(h) the definition of the ‘fair and reasonable terms’  under  the behavioural 
commitments in reference to indexed historical realised pri ces; and  
(i) the extension of the duration of behavioural commitments from five to ten 
years with an option for further extension.  
(679)  The Final Commitments also separate the initial Divestment Business into an 
automatic pedestrian door business (‘Divestment Busi ness APD’) and an industrial 
high-speed door business (‘Divestment Business HSD’), and clarifies the 
possibility that these two businesses could be sold to different purchasers.  
 
152 9.4.2.  Commission’s assessment of the Final Commitments  
(680)  The Commission considers that  the Final Commitments effectively address the 
shortcomings of the Initial Commitments set out in Section 9.3.2 , as revealed by 
the market test . 
(681)  In particular, the Final Commitments include a broad technology transfer that 
ensur es that the purchaser of the Divestment Business will be able to develop a 
portfolio of products at least equivalent to that of Agta Record. In addition, transfer 
of the ownership over a number of brands, including brands used in the supply of 
industrial d oors, is such as to facilitate the long -term competitiveness of the 
Divestment Business. The duration of t ransitional  arrangements  and of the 
behavioural commitments  have also been extended in line with the market test 
feedback. The  terms of transitional a rrangements have also been clarified, notably 
with respect to the availability of spare parts, in order to give the purchaser the 
ability to service the installed base of the Divestment Business  over an extended 
period of time . The addition of a five -year customer non -solicitation clause will 
preserve the viability of the Divestment Business and contribute to create stable 
conditions for the transitioning and integration therefor with the purchaser . The 
scope and viability of the Divestment Business in rela tion to industrial high -speed 
doors is also strengthened, notably to guarantee its attractiveness, facilitate its 
relocation and ensure its competitiveness over time.  
(682)  The Commission notes that , in response to the market test,  two complainants 
referred to the need to include manufacturing assets as part of the Divestment 
Business, which has not been made part of the Final Commitments.579 One of the 
complainant is not currently an OEM of automatic pedestrian doors and thus does 
not operate its own manufacturin g assets, as required under the purchaser 
suitability criteria. The other complainant expressed concerns that, by retaining the 
manufacturing capabilities of Agta Record , Assa Abloy would still be able to  
realise part of the scale and cost efficiencies ass ociated with the Transaction.580 
That complainant otherwise indicated a possible interest for the Divestment 
Business, as proposed by the Notifying Party.  
(683)  The Commission considers  that the non -inclusion of manufacturing assets would 
not render the Final Comm itments inappropriate to eliminate the competition 
concerns and serious doubts raised by the Transaction.   
(684)  In this regard, the Commission notes that , in addition to the considerations spelled 
out in the assessment of the Initial Commitments , the Divestment  Business is made 
of several separate national businesses with all of their relevant assets, including  
the necessary supply of inputs upstream, and no respondent to the market test 
interested in purchasing the Divestment Business made this interest conditi onal on 
the inclusion of manufacturing assets.  To the contrary, certain respondents to the 
market test expressly indicated that including manufacturing assets was not 
necessary,581 notably as it could result in efficiency losses for the purchaser if it 
was t o operate different manufacturing facilities in different locations.   
                                                 
579  Market test questionnaire, question 2.1.  
580  See also minutes of a call with the com plainant on 18 February 2020.  
581  See also minutes of a call with a competing OEM on 18 February 2020 .  
 
153 (685)  Moreover, a ccording to the special criteria laid down in the Final Commitments, 
the p urchaser must (i) be an original equipment manufacturer  (OEM) of automatic 
pedestrian doors and compo nents to such doors, owning proprietary designs and 
operating adequate manufacturing facilities ; and (ii) have a significant footprint in 
the EEA complementary to that  of the Divestment Business . This will ensure that  
the Divestment Business will still be  supplied with the required  inputs to continue 
operating as a viable and competitive business  on a lasting basis . 
(686)  Overall, the Final Commitments are designed to  enable the purchaser to acquire a 
significant operational presence and scale in a number of EEA countries, i.e., in all 
countries and for all product categories in relation to which serious doubts arise, to 
service the installed base of the Divestment Business over the life span of the 
relevant products and to develop a comprehensive product portfoli o, while limit ing 
any impact on its own supply chain.  
9.4.3.  Conclusion on the Final Commitments  
(687)  For the reasons outlined  above, the Final Commitments offered  by the Notifying 
Party are sufficient to fully eliminate the Commission’s serious doubts as to the 
compatibility of the Transaction with the internal market and the functioning of the 
EEA Agreement , as identified in Section  7, and complies with the clear -cut 
standard applicable to Phase I remedies . 
10. CONDITIONS AND OBLIGA TIONS  
(688)  Under the first sentence of the  second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered vis -à-vis the Commission wi th a view to rendering the 
concentration compatible with the internal market  
(689)  The fulfilment of the measures that gives rise to the structural change of the market 
is a condition, whereas the implementing steps that are necessary to achieve this 
result are  generally obligations on the parties. Where a condition is not fulfilled, the 
Commission's decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach 
of an obligation,  the Commission may revoke the clearance decision in accordance 
with Article 6(3) of the Merger Regulation. The undertakings concerned may also 
be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of 
the Merger Regulation.  
(690)  In a ccordance with the basic distinction between conditions and obligations 
described in the preceding paragraph, the commitments set forth in Section s B, D, 
F and G of the Final Commitments , and the respective Schedules 1 to 8 and their 
annexes , constitute co nditions 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 which ar e necessary to achieve the 
modifications sought in a manner compatible with the internal market and the 
functioning of the EEA Agreements . 
 
154 (691)  The full text of the Final Commitments , together with Schedules 1 to 8 and a nnexes 
to these Schedules,  is attached as  the Annex to this Decision and forms an integral 
part of it. 
11. CONCLUSION  
(692)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the Final Commitments  and to declare it compatible with 
the internal market and w ith the functioning of the EEA Agreement, subject to full 
compliance with the conditions set out in Section s B, D, F and G of the Final 
Commitments , and the respective Schedules 1 to 8 and their annexes , as annexed to 
this decision and with the obligations  contained in the other sections of the said 
Final C ommitments . 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)  
Margret he VESTAGER  
Executive Vice-President  
 
 
[…] 
20th February 2020  
 
 
 COMMITMENTS TO THE E UROPEAN COMMISSION  
CASE M. 9408  – ASSA ABLOY / AGTA RE CORD  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), ASSA ABLOY Holding AB, reg. no. 559180 -8646, a  subsidiary of ASSA 
ABLOY AB (publ), reg. no. 556059 -3575 (ASSA ABLOY AB (publ) and its subsidiaries 
are hereinafter referred to as the “ Notifying Party ” or “ ASSA ABLOY ”) hereby enters into 
the following c ommitments (the “ Commitment s”) vis -à-vis the Europe an Commission (the 
“Commission ”) with a view to rendering the acquisition of sole control within the meaning 
of Article 3(1)(b) of the Merger Regulation of agta record ag, reg. no. CHE -101.395.724, 
and its direct and indirect subsidiaries (“ agta record ”) b y ASSA ABLOY (the 
“Concentration ”) compatible with the internal market and the fun ctioning of the EEA 
Agreement.  
This text shall be interpreted in light of the Com mission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation to declare the Concen tration 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 ac ceptable under Council Regulation 
(EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (the “ Remedies 
Notice ”). 
 
SECTION A. DEFINITIO NS 
1. For the purpose of the Commitments, the following terms shall have the following 
meaning:  
agta record : agta  record ag, reg. no CHE -101.395.724, incorporated under the laws of 
Switzerland, with its registered office at Allmendstrasse 24, 8320 Fehraltorf, Switzerland, 
and its subsidiaries.  
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 contr ol of concentrations 
between undertakings (the " Consolidated Jurisdictional Notice "). 
ASSA ABLOY : ASSA ABLOY AB (publ) , reg. no. 556059 -3575 , incorporated under the 
laws of Sweden, with its registered office at Box 70340, SE -10723 Stockholm, Sweden,  
and it s subsidiaries . 
Assets : all assets that contribute to the current operation s or are necessary to ensure the 
viability and competitiveness of the Divestment Business  APD and the Divestment 
  2 
 
 
 Business HSD  as indicated in Section B, paragraph 8(a), (b) and (c)  and described more in 
detail in the Schedule s. 
Automatic pedestrian doors : Swing, sliding and revolving doors, as well a certain 
specialty automatic pedestrian  door products  (including hermetic doors) provided by the 
Parties.  
Closing : the transfer of the l egal title to the Divestment Business  APD and the Divestment 
Business HSD  to the Purchaser.  
Closing Period : the period of 3 months from the approval of the Purchaser and the terms 
of sale by the Commission.  
Concentration : the acquisition of agta record by ASSA ABLOY.  
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 impairs the Trustee's objec tivity and 
independence in discharging its duties under the Commitments.  
Divestment Business  APD : the automatic pedestrian door businesses defined in paragraph 
6 of these Commitments and in Schedule s 1 to 6,  which  the Notifying Party commit s to 
divest.  
Divestment Business HSD : the industrial high -speed door business defined in paragraph 7 
of these Commitments and in Schedule  7, which  the Notifying Party commit s to divest.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the  
Commission and appointed by ASSA ABLOY  and who has/have received from ASSA 
ABLOY  the exclusive Trustee Mandate to sell the Divestment Business  APD and the 
Divestment Business HSD  to a Purchaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
Fair and reasonable terms : price not exceeding the average country -specific per -unit 
realised price at which either ASSA ABLOY or agta record, depending on the origin of the 
product in question, supplied the said product during the period of either the last 12 -months 
or the last three years prior to the closing of the Concentration, whichever is more 
favourable for the customer, as adjusted at the end of each consecutive period of twelve 
(12) months based on an objective and customary industry  index (reflecting, e.g., 
developments in the cost of raw materials, inflation, currency fluctuation). The prices 
calculated according to the above factors, including subsequent adjustments, shall be 
submitted to the Monitoring Trustee for approval, in con sultation with the Commission, 
prior to being implemented.  The Notifying Party shall disclose to the Monitoring Trustee 
all necessary information to enable an assessment of the compliance of the proposed fair 
and reasonable terms with the Commitments.  
First Divestiture Period : the period of [ Duration]  from the Effective Date.  
Hold Separate Manager : the person appointed by ASSA ABLOY  for the Divestment 
Business  APD and the Divestment Business HSD  to manage the day -to-day business under 
the supervision of th e Monitoring Trustee.  
  3 
 
 
 Key Personnel : all personnel necessary to maintain the viability and competitiveness of 
the Divestment Business  APD and the Divestment Business HSD , as listed in the 
Schedule s, 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 ASSA ABLOY  and who has/have the duty to monitor 
ASSA ABLOY’s  compliance with the conditions and obligations attached to the Decision.  
Parties : ASSA ABLOY  and agta record . 
Personnel : all staff currently employed by the Divestment Business  APD and the 
Divestment Business HSD , including staff seconded to the Divestment Business  APD and 
the Divestment Business HSD , shared personnel as well as the additional personnel l isted 
in the Schedule s. 
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business 
APD and/or of the Divestment Business HSD, in accordance with the criteria set out in 
Section D.   
Purchaser Criteria : the criteria laid down in paragraph 22 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
Schedule s: schedule 1 -8 to these Commitments , describing more in detail the Divestment 
Business  APD and the Divestment Business HSD . 
Standard brand -specific spare parts: spare parts specific for ASSA ABLOY’s and agta 
record’s automatic pedestrian door products (including the motor, the drive unit and the 
control board), not including spare parts that are mad e-to-order for a specific customer (for 
example an operator casing with a specific length).  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
Trustee Divestiture Period : the period of [ Duration]  from the end of the First  Divestiture 
Period.   
  4 
 
 
 SECTION B. THE COMMI TMENT TO DIVEST AND THE DIVESTMENT 
BUSINESS ES 
Commitment to divest  
2. In order to maintain effective competition, ASSA ABLOY commits to divest or procure 
the divestiture of the Divestment Business APD and the Divestme nt Business HSD 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 
23 of these C ommitments. To carry out the divestiture, ASSA ABLOY commits to find a 
purchaser and to enter into a final binding sale and purchase agreement for the sale of the 
Divestment Business APD and the Divestment Business HSD within the First Divestiture 
Period. If ASSA ABLOY has not entered into such an agreement at the end of the First 
Divestiture Period, ASSA ABLOY shall grant the Divestiture Trustee an exclusive 
mandate to sell the Divestment Business APD and the Divestment Business HSD in 
accordance with the procedure described in paragraph 35 in the Trustee Divestiture Period.  
3. The proposed concentration shall not be implemented before ASSA ABLOY or the 
Divestiture Trustee has entered into a final binding sale and pu rchase agreement for the 
sale of the Divestment Business APD and the Divestment Business HSD and the 
Commission has approved the purchaser(s) and the terms of sale in accordance with 
paragraph 23.  
4. ASSA ABLOY sha ll be deemed to have complied with this commitment if:  
(a) by the end of the Trustee Divestiture Period, ASSA ABLOY or the Divestiture 
Trustee has entered into a final binding sale and purchase agreement and the 
Commission approves the proposed purchaser and t he terms of sale as being 
consistent with the Commitments in accordance with the procedure described in 
paragraph 23; and  
(b) the Closing of the sale of the Divestment Business APD and the Divestment 
Business HSD to the Purchaser takes place within the Closing Period.  
5. 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 exercisin g influence (as defined in paragraph 43 of the Remedies Notice, 
footnote 3) over the whole or part of the Divestment Business APD and the Divestment 
Business HSD, 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 
provided in paragraph 64 of these Commitments), the Commission finds that the structure 
of the market has changed to such an extent that the absen ce of influence over the 
Divestment Business APD or the Divestment Business HSD is no longer necessary to 
render the proposed concentration compatible with the internal market.  
Structure and definition of the Divestment Business  
6. The Divestment Business APD  consists of the following businesses active in the sales, 
distribution, installation and after -sales services of Automatic pedestrian doors:  
(a) The Netherlands:  agta record’s entire business in the Netherlands, record 
Automatische Deuren B.V. and record Hold ing Nederland B.V (“Divestment 
Business APD Netherlands”), as further described in Schedule 1;  
  5 
 
 
 (b) Austria:  agta record’s entire business in Austria, record Austria GmbH  
(“Divestment Business APD Austria”), as further described in Schedule 2; 
(c) Hungary : agta re cord’s entire business in Hungary, Record Ajtó -automatizálási Kft  
(“Divestment Business APD Hungary”), as further described in Schedule 3; 
(d) Slovenia:  agta record’s entire business in Slovenia , record avtomatska vrata d.o.o.  
(“Divestment Business  APD  Sloveni a”), as further described in Schedule 4; 
(e) France:  ASSA ABLOY’s entire automatic pedestrian door business in the France, 
ASSA ABLOY Entrance Systems Piétonnes SAS (“Divestment Business APD 
France”), as  further described in Schedule 5 . 
(f) The United Kingdom:  ASSA ABLOY’s  entire  automatic pedestrian door business 
in the United Kingdom, ASSA ABLOY Entrance Systems Ltd, not including 
assets relating to the industrial door organization or the Republic of Ireland  
(“Divestment Business APD United Kingdom”) , as further described in 
Schedule  6. 
7. The Divestment Business HSD consists in agta record’s business active in the 
manufacturing, sales, distribution, installation and after -sales services of high -speed doors, 
as further described in Schedule 7.  
8. The legal and functiona l structure of the Divestment Business APD and the Divestment 
Business HSD as operated to date is described in the Schedules. The Divestment Business 
APD and the Divestment Business HSD, described in more detail in the Schedules, include 
all assets and sta ff that contribute to the current operations or are necessary to ensure the 
viability and competitiveness of the Divestment Business, in particular:  
(a) all tangible and intangible assets (including intellectual property rights ), unless 
excluded in the Schedul es; 
(b) all licences, permits and authorisations issued by any governmental organisation 
for the benefit of the Divestment Business , unless excluded in the Schedules ; 
(c) all contracts, leases, commitments and customer orders and all customer, credit 
and other rec ords of the Divestment Business, unless excluded in the Schedules ; 
and 
(d) the Personnel , unless excluded in the Schedules . 
9. Management and support functions in the Divestment Business APD and the Divestment 
Business HSD are performed on a national level, which  means that the national businesses 
are independent and self -sufficient entities. However, at the option of the purchaser, the 
Divestment Business APD and the Divestment Business HSD will include a group 
management and support organisation.  
10. At the option of the purchaser, the Parties will transfer as part of the Divestment Business 
APD ownership of:  
12. (i) any and all rights that agta record may have to the brand “Vercor”. In return, 
the Purchaser shall grant to the Parties an exclusive, irrevocable and roya lty free 
  6 
 
 
 license to market and sell Automatic pedestrian doors in France under the brand 
“Vercor” for a period of 2 years after Closing;  
13. (ii) any and all rights that ASSA ABLOY may have on up to three (3) of the 
brands previously used for Automatic pedestr ian doors, as listed in Schedule 8.   
11. At the option of the purchaser, the Parties will also transfer as part of the Divestment 
Business HSD ownership of any and all rights that ASSA ABLOY may have on up to three 
(3) of the brands used previously for industr ial doors, as listed in Schedule 8.  
12. In addition, the Divestment Business APD and the Divestment Business HSD include the 
benefit, for a transitional period after Closing, of arrangements under which the Parties or 
its Affiliated Undertakings supply product s or services to the Divestment Business APD or 
the Divestment Business HSD, as detailed in the Schedules, unless otherwise agreed with 
the Purchaser. Strict firewall procedures will be adopted so as to ensure that any 
competitively sensitive information r elated to, or arising from such supply arrangements 
(for example, product roadmaps) will not be shared with, or passed on to, anyone outside 
the relevant division providing the products/services to the Divestment Business APD or 
the Divestment Business HSD .  
 
SECTION C. RELATED C OMMITMENTS  
Preservation of viability, marketability and competitiveness  
13. From the Effective Date until Closing, the Notifying Party shall preserve or procure the 
preservation of the economic viability, marketability and competitivene ss of the 
Divestment Business APD and the Divestment Business HSD, in accordance with good 
business practice, and shall minimise as far as possible any risk of loss of competitive 
potential of the Divestment Business APD and the Divestment Business HSD. In  particular 
ASSA ABLOY undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the 
value, management or competitiveness of the Divestment Business APD and the 
Divestment Business HSD or that might alter the nature and scope of activity, or 
the industrial or commercial strategy or the investment policy of the Divestment 
Business  APD and the Divestment Business HSD ; 
(b) to make available, or procure to make available, sufficient resources for the 
development of the Divestment Busin ess APD and the Divestment Business HSD , 
on the basis and continuation of the existing business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, 
including appropriate incentive schemes (based on industry practice),  to encourage 
all Key Personnel to remain with the Divestment Business  APD and the 
Divestment Business HSD , and not to solicit or move any Personnel to ASSA 
ABLOY’s  remaining business. Where, nevertheless, individual members of the 
Key Personnel exceptiona lly leave the Divestment Business  APD and the 
Divestment Business HSD , ASSA ABLOY  shall provide a reasoned proposal to 
replace the person or persons concerned to the Commission and the Monitoring 
Trustee. ASSA ABLOY  must be able to demonstrate to the Commi ssion that the 
replacement is well suited to carry out the functions exercised by those individual 
  7 
 
 
 members of the Key Personnel. The replacement shall take place under the 
supervision of the Monitoring Trustee, who shall report to the Commission.  
 
Hold -separate obligations  
14. The Notifying Party commits, from the Effective Date until Closing, to procure that the 
Divestment Business APD and the Divestment Business HSD is kept separate from the 
businesses that the Notifying Party will be retaining and, after clo sing of the notified 
transaction to keep the Divestment Business separate from the business that the Notifying 
Party is retaining and to ensure that unless explicitly permitted under these Commitments: 
(i) management and staff of the businesses retained by  ASSA ABLOY have no 
involvement in the Divestment Business APD and the Divestment Business HSD; (ii) the 
Key Personnel and Personnel of the Divestment Business APD and the Divestment 
Business HSD have no involvement in any business retained by ASSA ABLOY a nd do not 
report to any individual outside the Divestment Business APD and the Divestment 
Business HSD.  
15. Until Closing, ASSA ABLOY shall assist the Monitoring Trustee in ensuring that the 
Divestment Business APD and the Divestment Business HSD are managed a s a distinct 
and saleable entity separate from the business which ASSA ABLOY is retaining. 
Immediately after the adoption of the Decision, ASSA ABLOY shall appoint a Hold 
Separate Manager. The Hold Separate Manager, who shall be part of the Key Personnel, 
shall manage the Divestment Business APD and the Divestment Business HSD 
independently 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 
busine sses retained by ASSA ABLOY. The Hold Separate Manager shall closely cooperate 
with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee. Any 
replacement of the Hold Separate Manager shall be subject to the procedure laid down i n 
paragraph 13(c) of these Commitments. The Commission may, after having heard ASSA 
ABLOY, require ASSA ABLOY to replace the Hold Separate Manager.  
Ring -fencing  
16. ASSA AB LOY shall implement, or procure to implement, all necessary measures to ensure 
that it does not, after the Effective Date, obtain any Confidential Information relating to the 
Divestment Business APD and the Divestment Business HSD and that any such 
Confide ntial Information obtained by ASSA ABLOY before the Effective Date will be 
eliminated and not be used by ASSA ABLOY. This includes measures vis -à-vis ASSA 
ABLOY’s appointees on the supervisory board and/or board of directors of the Divestment 
Business APD and the Divestment Business HSD. In particular, the participation of the 
Divestment Business APD and the Divestment Business HSD in any central information 
technology network shall be severed to the extent possible, without compromising the 
viability of th e Divestment Business. ASSA ABLOY may obtain or keep information 
relating to the Divestment Business APD and the Divestment Business HSD which is 
reasonably necessary for the divestiture of the Divestment Business APD and the 
Divestment Business HSD or the  disclosure of which to ASSA ABLOY is required by law.  
Non-solicitation clause  
17. 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 Dives tment 
Business APD and the Divestment Business HSD for a period of three years after Closing.  
  8 
 
 
 18. The Parties undertake not to solicit, and to procure that Affiliated Undertakings do not 
solicit, existing customers of the Divestment Business APD and the Divest ment Business 
HSD at the time of Closing, for a period of five years after Closing. For the avoidance of 
doubt, the Parties are not restricted to continue ongoing business relationships with their 
own existing customers that are also customers to the Dives tment Business 
APD/Divestment Business HSD at the time of Closing. The Parties are also not obligated 
to refuse to supply customers with Automatic pedestrian doors or high -speed doors 
(including after -sales services), respectively, in case the customers co ntact the Parties 
directly. Furthermore, there shall be no restriction related to any other product than 
Automatic pedestrian doors or high -speed doors within the Parties’ product portfolio.  
Due diligence  
19. In order to enable potential purchasers to carry ou t a reasonable due diligence of the 
Divestment Business APD and the Divestment Business HSD, ASSA ABLOY shall, 
subject to customary confidentiality assurances and dependent on the stage of the 
divestiture process:  
(a) provide to potential purchasers sufficient  information as regards the Divestment 
Business  APD and the Divestment Business HSD ; 
(b) provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Personnel.  
Reporting  
20. ASSA ABLOY shall submit writt en reports in English on potential purchasers of the 
Divestment Business APD and the Divestment Business HSD and developments in the 
negotiations with such potential  purchasers to the Commission and the Monitoring Trustee 
no later than 10 days after the en d of every month following the Effective Date (or 
otherwise at the Commission’s request). ASSA ABLOY shall submit a list of all potential 
purchasers having expressed interest in acquiring the Divestment Business APD and the 
Divestment Business HSD to the C ommission 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.  
21. ASSA ABLOY shall inform the Commission and the Monitoring Trustee on the 
preparation of the da ta room documentation and the due diligence procedure and shall 
submit a copy of any information memorandum to the Commission and the Monitoring 
Trustee before sending the memorandum out to potential purchasers.  
 
SECTION D. THE PURCH ASER  
22. In order to be app roved by the Commission, the Purchaser must fulfil the following 
criteria:  
(a) The Purchaser shall be an original equipment  manufacturer  (OEM)  of automatic 
pedestrian doors and components to such doors , owning proprietary designs and 
operating adequate manufac turing facilities.  
(b) The Purchaser shall have  a significant presence in the EEA complementary to that 
of the Divestment Business.  
  9 
 
 
 (c) The Purchaser shall be independent of and unconnected to the Notifying Party  and 
its Affiliated Undertakings (this being asses sed having regard to the situation 
following the divestiture).  
(d) The Purchaser shall have the financial resources, proven expertise and incentive to 
maintain and develop the Divestment Business as a viable and active competitive 
force in competition with th e Parties and other competitors.  
(e) The acquisition of the Divestment Business by the Purchaser must neither be likely 
to create, in light of the information available to the Commission, prima facie  
competition concerns nor give rise to a risk that the impleme ntation of the 
Commitments will be delayed. In particular, the Purchaser must reasonably be 
expected to obtain all necessary approvals from the relevant regulatory authorities 
for the acquisition of the Divestment Business.  
14. The Notifying Party shall undert ake to offer the Divestment Business APD and the 
Divestment Business HSD for sale to the same potential purchasers. However, the 
Notifying Party may enter into an agreement for the sale of the Divestment Business APD, 
on the one hand, and the Divestment Bu siness HSD, on the other hand, with different 
purchasers. In that situation, , the purchaser of the Divested Business HSD may, contrary 
to what is required in criteria (a), also be a supplier of industrial doors.  
23. The final binding sale and purchase agreeme nt (as well as ancillary agreements) relating to 
the divestment of the Divestment Business APD and the Divestment Business HSD shall 
be conditional on the Commission’s approval. When ASSA ABLOY has reached an 
agreement with a purchaser, it shall submit a f ully documented and reasoned proposal, 
including a copy of the final agreement(s), within one week to the Commission and the 
Monitoring Trustee. ASSA ABLOY must be able to demonstrate to the Commission that 
the purchaser fulfils the Purchaser Criteria and that the Divestment Business APD and the 
Divestment Business HSD are being sold in a manner consistent with the Commission's 
Decision and the Commitments. For the approval, the Commission shall verify that the 
purchaser fulfils the Purchaser Criteria and t hat the Divestment Business APD and the 
Divestment Business HSD are 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 Divest ment Business APD and the Divestment 
Business HSD 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 or different 
personnel, if this does not affect the vi ability and competitiveness of the Divestment 
Business APD and the Divestment Business HSD after the sale, taking account of the 
proposed purchaser.  
 
SECTION E. TRUSTEE  
I. Appointment  procedure  
24. ASSA ABLOY shall appoint a Monitoring Trustee to carry out the fu nctions specified in 
these Commitments for a Monitoring Trustee. The Notifying Party commits not to close 
the Concentration before the appointment of a Monitoring Trustee.  
25. If ASSA ABLOY has not entered into a binding sale and purchase agreement regarding t he 
Divestment Business APD and the Divestment Business HSD one month before the end of 
the First Divestiture Period or if the Commission has rejected a purchaser proposed by 
  10 
 
 
 ASSA ABLOY at that time or thereafter, ASSA ABLOY shall appoint a Divestiture 
Trustee. The appointment of the Divestiture Trustee shall take effect upon the 
commencement of the Trustee Divestiture Period.  
26. The Trustee shall:  
(a) at the time of appointment, be independent of the Notifying Party and its Affiliated 
Undertakings;  
(b) possess the nec essary qualifications to carry out its mandate, for example have 
sufficient relevant experience as an investment banker or consultant or auditor; and  
(c) neither have nor become exposed to a Conflict of Interest.  
27. The Trustee shall be remunerated by the Notifyi ng Party in a way that does not impede the 
independent and effective fulfilment of its mandate. In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the final sale value 
of the Divestment Business APD and the Divestment Business HSD, such success 
premium may only be earned if the divestiture takes place within the Trustee Divestiture 
Period.  
Proposal by ASSA ABLOY  
28. No later than two weeks after the Effective Date, ASSA ABLOY shall submit the name or 
name s of one or more natural or legal persons whom ASSA ABLOY proposes to appoint 
as the Monitoring Trustee to the Commission for approval. No later than one month before 
the end of the First Divestiture Period or on request by the Commission, ASSA ABLOY 
shall  submit a list of one or more persons whom ASSA ABLOY proposes to appoint as 
Divestiture Trustee to the Commission for approval. The proposal shall contain sufficient 
information for the Commission to verify that the person or persons proposed as Trustee 
fulfil the requirements set out in paragraph 26 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these Commit ments;  
(b) the outline of a work plan which describes how the Trustee intends to carry out its 
assigned tasks;  and 
(c) an indication whether the proposed Trustee is to act as both Monitoring Trustee 
and Divestiture Trustee or whether different trustees are propose d for the two 
functions.  
Approval or rejection by the Commission  
29. 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 fu lfil its obligations. If only one name is approved, ASSA ABLOY 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, ASSA 
ABLOY shall  be free to choose the Trustee to be appointed from among the names 
approved. The Trustee shall be appointed within one week of the Commission’s approval, 
in accordance with the mandate approved by the Commission.  
  11 
 
 
 New proposal by ASSA ABLOY  
30. If all the prop osed Trustees are rejected, ASSA ABLOY 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 24 and 29 of these Commitments.  
Trustee nominated by the Commission  
31. If all further proposed Trustees are rejected by the Commission, the Commission shall 
nominate a Trustee, whom ASSA ABLOY shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
 
II. Functions of the Trustee  
32. 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 re quest of the 
Trustee or ASSA ABLOY, give any orders or instructions to the Trustee in order to ensure 
compliance with the conditions and obligations attached to the Decision.  
Duties and obligations of the Monitoring Trustee  
33. The Monitoring Trustee shall:  
(a) 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 the 
Decision.  
(b) oversee, in close co -operation with the Hold Separate Manager, the on -going 
manag ement of the Divestment Business  APD and the Divestment Business HSD 
with a view to ensuring its continued economic viability, marketability and 
competitiveness and monitor compliance by ASSA ABLOY with the conditions 
and obligations attached to the Decisi on. To that end the Monitoring Trustee shall:  
i. monitor the preservation of the economic viability, marketability and 
competitiveness of the Divestment Business  APD and the Divestment 
Business HSD , and the keeping separate of the Divestment Business  APD 
and the Divestment Business HSD  from the business retained by the 
Parties, in accordance with paragraphs 13 and 14 of these Commitments;  
ii. supervise the management of the Div estment Business  APD and the 
Divestment Business HSD  as distinct and saleable entit ies, in accordance 
with paragraph 15 of these Commitments;  
iii. with respect to Confidential Information:  
 determine all necessary meas ures to ensure that ASSA ABLOY  does not 
after the Effective Date obtain any Confidential Information relating to 
the Divestment Business  APD and the Divestment Business HSD , 
 in particular strive for the severing of the Divestment Business  APD and 
the Dives tment Business HSD ’ participation in a central information 
technology network to the extent possible, without compromising the 
  12 
 
 
 viability of the Divestment Business  APD and the Divestment Business 
HSD , 
 make sure that any Confidential Information relating to  the Divestment 
Business  APD and the Divestment Business HSD  obtained by ASSA 
ABLOY  before the Effective Date is eliminated and will not be used by 
ASSA ABLOY  and 
 decide whether such information may be disclosed to or kept by ASSA 
ABLOY  as the disclosure i s reasonably necessary to allow ASSA 
ABLOY to carry out the divestiture or as the disclosure is required by 
law; 
iv. monitor the splitting of assets and the allocation of Personnel between the 
Divestment Business  APD and the Divestment Business HSD , on the one  
hand,  and ASSA ABLOY  or Affiliated Undertakings , on the other hand ; 
(c) propose to ASSA ABLOY such measures as the Monitoring Trustee considers 
necessary to ensure ASSA ABLOY’s compliance with the conditions and 
obligations attached to the Decision, in partic ular the maintenance of the full 
economic viability, marketability or competitiveness of the Divestment Business  
APD and the Divestment Business HSD , the holding separate of the Divestment 
Business APD and the Divestment Business HSD , and the non -disclosur e of 
competitively sensitive information;  
(d) 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:  
i. potential purchasers receive sufficient and correct info rmation relating to 
the Divestment Business  APD and the Divestment Business HSD  and the 
Personnel in particular by reviewing, if available, the data room 
documentation, the information memorandum and the due diligence 
process, and  
ii. potential purchasers are granted reasonable access to the Personnel;  
(e) act as a contact point for any requests by third parties, in particular potential 
purchasers, in relation to the Commitments;  
(f) provide to the Commission, sending ASSA ABLOY 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  APD and the 
Divestment Business HSD , as well as the splitting of assets and the allocation of 
Personnel so that the Comm ission can assess whether the business is held in a 
manner consistent with the Commitments and the progress of the divestiture 
process as well as potential purchasers;  
(g) promptly report in writing to the Commission, sending ASSA ABLOY a non -
confidential copy  at the same time, if it concludes on reasonable grounds that 
ASSA ABLOY is failing to comply with these Commitments;  
(h) within one week after receipt of the documented proposal referred to in paragraph 
23 of these Commitments, submit to the Commission, sending ASSA ABLOY a 
  13 
 
 
 non-confidential copy at the same time, a reasoned opinion as to the suitability and 
independence of the proposed purchaser and the viability of the Divestment 
Business after the Sale and as to wh ether the Divestment Business  APD and the 
Divestment Business HSD  are sold in a manner consistent with the conditions and 
obligations attached to the Decision, in particular, if relevant, whether the Sale of 
the Divestment Business  APD and the Divestment B usiness HSD  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;  and 
(i) assume the other functions assigned to the Monitoring Trustee under the condit ions 
and obligations attached to the Decision.  
34. If the Monitoring Trustee and Divestiture Trustee are not the same (legal or natural) 
persons, the Monitoring Trustee and the Divestiture Trustee shall cooperate closely with 
each other during and for the purp ose of the preparation of the Trustee Divestiture Period 
in order to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
35. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum 
price the Divestme nt Business APD and the Divestment Business HSD 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 Comm itments in accordance with paragraphs 22 and 23 of these 
Commitments. The Divestiture Trustee shall include in the sale and purchase agreement (as 
well as in any ancill ary 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 warranti es and indemnities as are reasonably required to effect the sale. The 
Divestiture Trustee shall protect the legitimate financial interests of ASSA ABLOY, 
subject to the Notifying Party’s unconditional obligation to divest at no minimum price in 
the Trustee  Divestiture Period.  
36. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the 
Divestiture Trustee shall provide the Commission with a comprehensive monthly report 
written in English on the progress of the divestiture process. Such reports shall be 
submitted within 15 days after the end of every month with a simultaneous copy to the 
Monitoring Trustee and a non -confidential copy to the Notifying Party.  
III. Duties and obligations of the Parties  
37. ASSA ABLOY 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 shall have full and complete access to any of ASSA 
ABLOY’s or the Divestment Business APD and th e Divestment Business HSD’ books, 
records, documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and ASSA ABLOY 
and the Divestment Business APD and the Divestment Bus iness HSD shall provide the 
Trustee upon request with copies of any document. ASSA ABLOY and the Divestment 
Business APD and the Divestment Business HSD shall make available to the Trustee one 
or more offices on their premises and shall be available for me etings in order to provide the 
Trustee with all information necessary for the performance of its tasks.  
  14 
 
 
 38. ASSA ABLOY shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonably request on behalf of the managemen t of the 
Divestment Business APD and the Divestment Business HSD. This shall include all 
administrative support functions relating to the Divestment Business APD and the 
Divestment Business HSD which are currently carried out at headquarters level. ASSA 
ABLOY shall provide and shall cause its advisors to provide the Monitoring Trustee, on 
request, with 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. ASSA ABLOY shall inform 
the Monitoring Trustee on possible purchasers, submit lists of potential purchasers at each 
stage of the selection process, including the offers made by potential purch asers at those 
stages, and keep the Monitoring Trustee informed of all developments in the divestiture 
process.  
39. ASSA ABLOY shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee t o 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, ASSA ABLOY shall cause the documents required for effecting the sale and the 
Closing to be duly executed.  
40. ASSA ABLOY 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 ASSA ABLOY for, any liabilities 
arising out of the performance of the Trustee’s duties under the Commitments, except to 
the extent t hat such liabilities result from the wilful default, recklessness, gross negligence 
or bad faith of the Trustee, its employees, agents or advisors.  
41. At the expense of ASSA ABLOY, the Trustee may appoint advisors (in particular for 
corporate finance or legal  advice), subject to ASSA ABLOY’s approval (this approval 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, pr ovided that any fees and other expenses incurred by the Trustee are 
reasonable. Should ASSA ABLOY refuse to approve the advisors proposed by the Trustee 
the Commission may approve the appointment of such advisors instead, after having heard 
ASSA ABLOY. Onl y the Trustee shall be entitled to issue instructions to the advisors. 
Paragraph 40 of these Commitments shall apply mutatis mutandis. In the Trustee 
Divestiture Period, the Divestiture Trustee may use advisors w ho served ASSA ABLOY 
during the Divestiture Period if the Divestiture Trustee considers this in the best interest of 
an expedient sale.  
42. ASSA ABLOY agrees that the Commission may share Confidential Information 
proprietary to ASSA ABLOY 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 . 
43. The Notifying Party 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.  
  15 
 
 
 44. For a period of 10 years from the Effective Date the Co mmission may request all 
information from the Parties that is reasonably necessary to monitor the effective 
implementation of these Commitments.  
 
IV. Replacement, discharge and reappointment of the Trustee  
45. If the Trustee ceases to perform its functions under t he Commitments or for any other good 
cause, including the exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and ASSA ABLOY , require ASSA 
ABLOY to replace the Trustee; or  
(b) ASSA ABLOY  may, with the prior approval  of the Commission, replace the 
Trustee.  
46. If the Trustee is removed according to paragraph 45 of these Commitments, the Trustee 
may be required to continue in its function until a new Trustee is in place to whom t he 
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 24–31 of these 
Commitments.  
47. Unless removed according to paragraph 45 of these Commitments, the Trustee shall cease 
to act as Trustee only after the Commission has discharged it from its duties after all the 
Commitmen ts with which the Trustee has been entrusted 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 imp lemented.  
 
SECTION F. LICENSE S 
Exclusive license relating to the Czech Republic, Finland and Iceland  
48. ASSA ABLOY commits to grant to the Purchaser an exclusive, irrevocable and royalty 
free license to market and sell in each of the Czech Republic, Finland a nd Iceland 
automatic pedestrian door products offered by agta record, under the brands and 
trademarks owned by agta record, including the right to use the trademarks and brands in 
conjunction with the Purchaser’s own trademarks and brands, for a period of five years 
after Closing (the “Licensed Business”). After the end of that period, neither the Purchaser 
nor ASSA ABLOY (including agta record) shall use the agta record trademarks or brands 
in Czech Republic, Finland and Iceland for a period of two years. In addition, ASSA 
ABLOY commits to make agta record’s customer lists for sales to the Czech Republic, 
Finland and Iceland, during the last five years, available to the Purchaser.  
In addition, ASSA ABLOY commits to :  
(i) supply at variable cost and without quan tity limitations the automatic pedestrian door 
products (including components  and parts thereof ) and related services offered by 
agta record in the Czech Republic, Finland and Iceland, respectively, at the time of 
or before, Closing, or any products substi tuting such products, to the Purchaser for a 
  16 
 
 
 period of five years after Closing. The delivery of such products will be made on a 
priority basis within the standard lead times applicable prior to Closing.   
(ii) supply at variable cost and without quantity limita tions all spare parts and 
repair/replacement kits, including related services, necessary for the provision of 
after-sales services of agta record automatic pedestrian doors, for the life -span of all 
agta record automatic pedestrian door products in operati on in the Czech Republic, 
Finland and Iceland at Closing and for the life -span of the products sold by the 
Licensed Business  under the first five years after Closing;  
(iii) grant a non-exclusive , irrevocable  and fully paid -up license  of all technical 
informatio n necessary for the provision of after -sales services of agta record 
automatic pedestrian doors, for the life -span of all agta record automatic pedestrian 
door products in operation in  the Czech Republic, Finland and Iceland  at Closing  
and for the life -span of products sold by the Licensed Business  under the first five 
years after Closing;  
(iv) grant a non -exclusive and irrevocable license to access, at variable cost, agta 
record’s after -sales and installation co nfiguration tools and software necessary for 
the provision of installation and after -sales services of agta record automatic 
pedestrian doors, for the life -span of all agta record automatic pedestrian door 
products in operation in the Czech Republic, Finland and Iceland at Closing, and for 
the life -span of all products sold by the Licensed Business  under the first five years 
after Closing. The license will also cover any new or updated after -sales and 
installation configuration tools and software ; 
(v) the benefit of technical assistance from record group as n ecessary for the operation 
and future viability and competitiveness of the Licensed Business.  
Non-exclusive license relating  agta record’s technology  
49. ASSA ABLOY commits to grant to the Purchaser a perpetual, irrevocable, non -exclusive 
and fully paid -up EEA -wide license  of all patents, designs, copyrights, trade secrets, 
know -how and data used in connection with the production of agta record’s Automatic 
pedestrian doors at the time of Closing and generated by agta record’s past and ongoing 
R&D projects, as well as a perpetual, irrevocable, non -exclusive and fully paid -up EEA -
wide license of any background patents and know -how of agta record that are required in 
order to implement an innovation generated by the Divestment Business APD. For the 
avoidance of do ubt, this license does not include a right to sub -license such patents, 
background patents, designs, copyrights, know -how, trade secrets and data to third parties. 
Conversely, the license includes access to all relevant project notebooks, design history 
files, drawings, product specifications, manufacturing process descriptions, validation 
documentation, packaging specifications and quality control standards.  
  
  17 
 
 
 SECTION G. BEHAVIOUR AL COMMITMENTS  
Behavioural commitment in relatio n to Standard brand -specific spare parts  
50. For after -sales services of automatic pedestrian doors in Belgium, Cyprus, Denmark, 
Germany, Greece, Italy, Latvia, Lithuania, Luxembourg, Malta, Poland, Portugal, 
Romania, Spain and Sweden, ASSA ABLOY commits to supply to undertakings with 
activities in the EEA Standard brand -specific spare parts for automatic pedestrian doors 
and technical information of ASSA ABLOY and agta record’s Automatic pedestrian doors, 
on fair and reasonable terms for a period of ten years as from closing of the Concen tration. 
At the end of the initial ten -year period, the Commission will decide in consultation with 
the Monitoring Trustee and in view of relevant market developments, with consideration of 
the principle of proportionality, whether an extension of the beha vioural commitment is 
required.    
Behavioural commitment in relation to after -sales and installation tool/software  
51. For after -sales services and installation of automatic pedestrian doors in Belgium, Cyprus, 
Denmark, Germany, Greece, Italy, Latvia, Lithuan ia, Luxembourg, Malta, Poland, 
Portugal, Romania, Spain and Sweden, ASSA ABLOY commits to supply or license after -
sales and installation configuration tools and software of ASSA ABLOY and agta record’s 
Automatic pedestrian doors on fair and reasonable term s for a period of ten years as from 
closing of the Concentration, to undertakings with activities in the EEA. At the end of the 
initial ten -year period, the Commission will decide in consultation with the Monitoring 
Trustee and in view of relevant market d evelopments, with consideration of the principle 
of proportionality, whether an extension of the behavioural commitment is required.  
Implementation of behavioural commitments  
52. For the purpose of implementing the commitments referred to in paragraphs 50 and 51, 
ASSA ABLOY undertakes to make Standard brand -specific spare parts, technical 
information, and after -sales and installation configuration tools and software availabl e, or 
procure that such spare parts and technical information are made available, including 
through an online web shop. Orders shall be shipped within 2 working days from the 
placement of the order, provided that the relevant spare parts are in stock. If t he spare parts 
are out of stock, as the case may be, the shipment shall be made within 2 working days 
from when the spare parts are back in stock. ASSA ABLOY undertakes to exercise best 
efforts to stock in relation to the demand of the relevant spare parts  and to facilitate 
ordering through the online web shop.  
Enforcement of the commitments  
53. In the event that a third party claims that ASSA ABLOY or any Affiliated Undertaking is 
failing to comply with the requirements of the Commitments vis -a­vis that third party, the 
third party may choose to utilise the fast track dispute resolution procedure as described 
herein.  
54. Any third party who wishes to avail itself of the fast track dispute resolution procedure (a 
"Requesting Party ") shall send a written request to ASSA ABLOY (to be forwarded by 
ASSA ABLOY to the Monitoring Trustee) setting out in detail the reasons leading that 
party to believe that ASSA ABLOY is failing to comply with the requirements of these 
Commitments. ASSA ABLOY will undertake that such writte n request can be submitted 
through the online web shop to be set up in accordance with paragraph 48.  The Requesting 
  18 
 
 
 Party and ASSA ABLOY will use their best efforts to resolve all differences of opinion 
and to settle all disputes that may arise through co operation and consultation within a 
reasonable period of time not exceeding five (5) working days after receipt of the request.  
55. Should the Requesting Party and ASSA ABLOY (together the " Parties to the 
Arbitration ") fail to resolve their differences of opin ion within the five (5) days from the 
day that the Requesting Party sent the written request to ASSA ABLOY, the Requesting 
Party will be informed of the possibility to submit its claim for review to the Monitoring 
Trustee. Upon application from the Request ing Party, the Monitoring Trustee shall present 
its own proposal (the " Trustee Proposal ") for resolving the dispute within five (5) 
working days, specifying in writing the action, if any, to be taken by ASSA ABLOY in 
order to ensure compliance with the Com mitments vis -a-vis the Requesting Party, and be 
prepared, if requested, to facilitate the settlement of the dispute, in consultation with the 
Commission.  
56. In case of remaining disagreement, the Requesting Party may serve a Request for 
Arbitration, to the A rbitration Institute of the International Chamber of Commerce, with a 
copy of such Request for Arbitration to ASSA ABLOY. The Request for Arbitration shall, 
in addition to what is set out in the Arbitration Rules of the Arbitration Institute of the 
Interna tional Chamber of Commerce (the " Rules ") also contain a detailed description of 
the action to be undertaken by ASSA ABLOY and the Trustee Proposal, including a 
comment as to its appropriateness.  
57. ASSA ABLOY shall, when submitting its answer to the Request f or Arbitration, in 
addition to what is set out in the Rules, if appropriate, also submit a detailed description of 
the action which ASSA ABLOY proposes to undertake vis -à­vis the Requesting Party and 
the Trustee Proposal (if not already submitted), includi ng a comment as to its 
appropriateness.  
58. Any dispute, controversy or claim related to the subject matter of the Request for 
Arbitration shall be finally settled by arbitration in accordance with the Rules. The seat of 
arbitration shall be Paris and the arbi tration shall be conducted in the English language. 
The Parties to the Arbitration shall each appoint one arbitrator and the chairman shall be 
appointed by the Board of the Arbitration Institute of the International Chamber of 
Commerce.  
59. The rules relating to emergency arbitration under the Rules shall govern the arbitration 
procedure. The Arbitral Tribunal, and an Emergency Arbitrator appointed under the Rules 
is entitled to ask for assistance by the Monitoring Trustee in all stages of the procedure and 
may seek the Commission’s interpretation of the Commitments before finding in favour of 
any party to the arbitration and shall be bound by the Commission’s interpretation. The 
Commitments shall be construed in accordance with the Merger Regulation, EU law and  
general principles of law common to the legal orders of the Member States without a 
requirement to apply a particular national system.  
60. The Commission shall be allowed and enabled to participate in all stages of the procedure 
by receiving written submissio ns, orders, interim and final awards, having the opportunity 
to file amicus curiae briefs and being present at any potential hearings.  
61. The above fast track dispute resolution procedure shall also be available to the 
Purchaser(s), in relation to the transit ional arrangements, as further detailed in the 
Schedules, and in relation to the Licensed Business.  
  19 
 
 
 62. For the avoidance of doubt, nothing in the above procedure shall affect the powers of the 
Commission to take decisions in relation to the Commitments in acc ordance with its 
powers under the Merger Regulation and the Treaty on the Functioning of the European 
Union.  
 
SECTION H.  THE REVIEW CLAUSE  
63. The Commission may extend the time periods foreseen in the Commitments in response to 
a request from ASSA ABLOY or, i n appropriate cases, on its own initiative. Where ASSA 
ABLOY 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 ac companied by a report from the Monitoring Trustee, who shall, at 
the same time send a non -confidential copy of the report to the Notifying Party. Only in 
exceptional circumstances shall ASSA ABLOY be entitled to request an extension within 
the last month o f any period.  
64. The Commission may further, in response to a reasoned request from the Notifying Parties 
showing good cause waive, modify or substitute, in exceptional circumstances, one or 
more of the undertakings in these Commitments. This request shall be  accompanied by a 
report from the Monitoring Trustee, who shall, at the same time send a non -confidential 
copy of the report to the Notifying Party. 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 I. ENTRY INT O FORCE  
65. The Commitments shall take effect upon the date of adoption of the Decision.  
  
________________________   
[…]  
Duly authorised and on  behalf of  
ASSA ABLOY AB (publ)  
________________________   
[…]  
Duly authorised and on behalf of  
agta record ag  
 
[…] 
 
 SCHEDULE 1 – DIVESTM ENT BUSINESS APD/NET HERLANDS  
1. The Divestment Business APD/Netherlands includes agta record’s entire business in the 
Nether lands, under the ownership of Record Automatische Deuren B.V., and record 
Holding Nederland B.V. (together ”record NL” or the “Company”) .1  
All agta record’s business activities in the Netherlands are carried out through record NL.2 
record NL is active in the sale , distribution and installation of Automatic pedestrian doors  
and the provision of after -sales services (maintenance and repair) for such doors. record NL 
also operates as a FAAC distributor of traffic gates and barriers (but not of FAAC’s 
automat ic door products) in the Netherlands. Apart from the FAAC products, products and 
services are provided under the record brand.  
 
record NL’s headquarters are located in Doorwerth , while smaller offices exist in 
Zevenhuizen, Oosterhout and Maartensdijk. record NL’s production takes place in 
Doorwerth and Maartensdijk. record NL also has logistic hubs in Drachten and Weert. 
Apart from the product supply as described below, record NL is a stand -alone company 
encompassing , in addition to sales , production , inst allation and after -sales services,  all 
necessary back -bone departments such as finance, administration, IT and HR.  
 
agtatec ag (“agtatec”) in Switzerland supplies semi -assembled swing and sliding door 
operators to the Company. In record NL ’s two productio n facilities, the operators are 
finalised, aluminium is cut and the doors are assembled with frames and glass . The 
Doorwerth facility suppl ies the north, east and south of the country and the Maartensdijk 
facility supplies  the west. Powder coating is done entirely through local third party 
suppliers. The Company sources g lass, fire door leaves and  a small number of sensors  
locally.  The assembled doors (or door operators, as the case may be)  are temporarily stored 
in Doorwerth, Maartensdijk , Zevenhuizen and Oosterhout  before they are picked up by 
record NL’s installers (in some instances outsourced installers) who then install at the 
customer’s premises. In order to shorten driving time of installers, in some cases the 
product s are sent to one of record NL’s two logistics hubs , situated in Drachten and Weert.   
 
The revolving doors  sold (and installed) by record NL are  produced and sent directly to the 
end-user from BLASI GmbH in Mahlberg, Germany . 
 
The hermetic doors  sold (and installed) by record NL are prod uced and sent  directly to the 
end-user from KOS Spezialtüren GmbH in Schermbeck, Germany.  
 
The company offers after -sales service s of all types of Automatic pedestrian doors.  
                                                 
1 Record Automatische Deuren B.V., is 100% owned by Record  Holding Nederland B.V., which in turn is 100% 
owned by agta record ltd, Fehraltorf , Switzerland. For corporate information on record NL, see Annex A . 
2 In addition, record NL is also , to a minor extent, active in Belgium and in Dutch overseas territories.  

  22 
 
 (ii) all supply agreements ( excluding  what is set out below under 3 in this 
Schedule ), for a list of all m ain supply agreements, please see Annex F ); 
(iii) the distribution agreement with FAAC ; 
(iv) all lease agreements related to the premises in Zevenhuizen, Oosterhout 
Maartensdijk, Weert and Drachten , please see Annex B; and  
(v) all lease agreements related to other equ ipment (e.g. vehicles), please see 
Annex G. 
(e) the following customer, credit and other records of record NL:  
All customer, credit and other records held by record NL, whether maintained in 
the ERP system or separately.  
(f) the following Personnel of record NL:  
all personnel employed by record NL (as defined above) except for the per sonnel 
indicated under 3 in this Schedule . 
(g) the following Key Personnel of record NL:  
(i) MD – currently not assigned.  
(ii) […], Deputy MD  
(iii) […], Sales Manager West  
(iv) […], Sales Manager North -East-South 
(v) […], Human Resources   
(vi) […], Service & Maintenance Manager  
(vii) 7 Sales (field) FTEs  
(viii) Service & Maintenance Engineers – Team leaders/coordination functions  
[Organization chart with names of employees ] 
(h) At the option of the Purchaser, the arrangements for the su pply of the following 
products or services by the Affiliated Undertakings :  
(i) all automatic pedestrian door products  (including components and parts 
thereof)  and related services (including building information modelling – 
BIM references and tools) made avai lable to record NL at the time of, or 
before, Closing , or any products substituting such products, for a 
transitional period of up to five years after Closing, at  variable cost and 
without quantity limitations . This includes the full range of KOS hermetic 
doors, the full range of BLASI  revolving  doors and the full range of 
agtatec semi -assembled operators as well as spare parts to the above . The 
delivery of such products will be made on a priority basis, within the 
standard lead times applicable prior to Cl osing;  
  23 
 
 (ii) an exclusive, irrevocable and royalty free license of all brands, trademarks, 
trade names, product lines and know -how owned or used by agta record to 
market, sell and service automatic pedestrian door products in the 
Netherlands and Belgium, includi ng the right to use the trademarks and 
brands in conjunction with the Purchaser’s own trademarks and brands, for 
a period of up to five years. For the avoidance of doubt, during this period, 
ASSA ABLOY  will not market and sell Automatic pedestrian doors o f 
agta record under such brands, trademarks and trade names or otherwise in 
the Netherlands and Belgium, either directly to end -users or through non -
integrated suppliers. After the end of the exclusivity period of five years, 
neither the Divestment Busines s APD/Netherlands nor ASSA ABLOY 
(including agta record) shall use the agta record trademarks or brands for 
automatic pedestrian door products in the Netherlands and Belgium for a 
period of two years ; 
(iii) all spare parts and repair/replacement kits, including related services, 
necessary for the provision of after -sales services of agta record automatic 
pedestrian doors, for the life -span of all agta record automatic pedestrian 
door products in operation in the Netherlands and Belgium at Closing  and 
for the life -span of products sold by the Divestment Business 
APD/Netherlands under the first five years after Closing , at variable cost 
and without quantity limitations;  
(iv) a non -exclusive , irrevocable  and fully paid -up license  of all technical 
information necessary for  the provision of after -sales services of agta 
record automatic pedestrian doors, for the life -span of all agta record 
automatic pedestrian door products in operation in the Netherlands  and 
Belgium  at Closing  and for the life -span of products sold by the 
Divestment Business APD/Netherlands under the first five years after 
Closing;  
(v) a non -exclusive and irrevocable license to access, at variable cost, agta 
record’s after -sales and installation configuration tools and software, 
including the service software A STEA (off -the-shelf software governing 
the after -sales service process and available on tablets, 
https://www.astea.com ), necessary for the provision of installation and 
after-sales services of agta record automatic ped estrian doors, for the life -
span of all agta record automatic pedestrian door products in operation in 
the Netherlands and Belgium at Closing, and for the life -span of all 
products sold by the Divestment Business APD/Netherlands under the first 
five years after Closing. The license will also cover any new or updated 
after-sales and installation configuration tools and software ; 
(vi) the benefit of technical assistance from record group as necessary for the 
continued operation and future viability and competitive ness of the 
Divestment Business APD/Netherlands;  
(vii) the website infrastructure  used by  record NL for a period up  to 12  months 
after Closing  (https://www.recordbv.nl , currently part of the same 
infrastructure as the webs ite of the rest of agta record group);  and 
(viii) the use of  the e-mail server and addresses  currently used by record NL  for 
a period up to 12 months after Closing.  
  24 
 
 3. The Divestment Business APD/Netherlands shall not include:  
(i) Personnel: […], who has a contract with  record NL for technical reasons, 
but reports to, works for and is cross -charged to record group IT.  
(ii) the Distribution Agreement between agtatec and record NL dated 1 August 
2012 covering the supply of product s, inter alia  semi -assembled operators 
(replaced  by the supply arrangement foreseen under section 2.h.i of this 
Schedule), please see Annex H ; 
(iii) the 1 January 2003 Service Agreement between agta record ltd and record 
NL, last updated on 1 January 2016, covering advisory provided by record 
group headquarte rs (replaced by the technical assistance foreseen under 
section 2.h.vi of this Schedule), please see Annex I . 
4. If there is any asset or personnel, in the Divestment Business APD/Netherlands or any 
Affiliated Undertaking, which is not covered by paragraph 2 of this Schedule but which is 
both used (exclusively or not) in the Divestment Business APD/Netherlands and necessary 
for the continued viability and competitiveness of the Divestment Business 
APD/Netherlands, that asset or adequate substitute will be offe red to potential purchasers.  
 
[…] 
 
 SCHEDULE 2 – DIVESTM ENT BUSINESS APD/AUS TRIA  
1. The Divestment Business APD/Austria includes agta record’s entire business in Austria, 
under the ownership of record Austria GmbH (”record AT ” or the “Company”).1  
All agta record ’s business activities in Austria are carried out through record AT. record 
AT is active in the sale , distribution and installation of Automatic pedestrian doors and the 
provision of after -sales services (maintenance and repair) for such doors. Products an d 
services are provided under the record brand.  
 
record AT ’s headquarters are located in Perchtolds dorf near Vienna,  while smaller offices 
exist in Kirchberg an der Raab and Leonding . record AT’s production takes place in 
Perchtoldsd orf. record AT also ha s logistic hubs in Kirchberg an der Raab, Leonding, 
Salzburg, Kaprun and Klagenfurt. Apart from the product supply as described below, 
record AT  is a stand -alone company encompassing , in addition to sales , production , 
installation and after -sales services,  all necessary back -bone departments such as finance, 
administration, IT and HR.  
 
agtatec ag (“agtatec”) in Switzerland supplies semi -assembled swing and sliding door 
operators , as well as aluminium, to the Company. In record AT’s  production facility, the 
operators are finalised, aluminium is cut and the doors are assembled with frames and 
glass . Powder coating  services are sourced from WK Pulverbeschichtung . Glass is sourced 
from C. Bergmann. Fire door leaves are sourced from Karo Metall, Peneder, Sturm.2 The 
assembled doors (or door operators, as the case may be)  are temporarily stored in 
Perchtolds dorf before they are picked up by record AT’s installers (in some instances 
outsourced installers) who then install at the customer’s premises. In order to sho rten 
driving time of installers, in some cases the products are sent to one of record AT’s 
logistics hubs, situated in Kirchberg  an der Raab, Leonding, Salzburg, Kaprun and 
Klagenfurt. Record AT outsource s the transport of material from Perchtoldsdorf to t he 
hubs . 
 
The revolving doors  sold (and installed) by record AT are  produced and sent directly to the 
end-user from BLASI GmbH in Mahlberg, Germany . 
 
The hermetic doors  sold (and installed) by record AT are produced and sent  directly to the 
end-user or to Perchtoldsdorf from KOS Spezialtüren GmbH in Schermbeck, Germany.  
 
The roller shutters sold (and installed) by record AT are produced and sent  to 
Perchtoldsdorf from ISEA SAS in Noyarey , France.  
 
                                                 
1 For corporate information on record AT , see Annex A . 
2 A small number of sensors are sourced from BEA in Belgium.  


  28 
 
 agtatec semi -assembled operators as well as spare parts to the above. The 
delivery of such products will be made on a pri ority basis, within the 
standard lead times applicable prior to Closing;  
(ii) an exclusive, irrevocable and royalty free license of all brands, trademarks, 
trade names, product lines and know -how owned or used by agta record to 
market, sell and service automati c pedestrian door products in Austria, 
including the right to use the trademarks and brands in conjunction with 
the Purchaser’s own trademarks and brands, for a period of up to five 
years. For the avoidance of doubt, during this period, ASSA ABLOY will 
not market and sell Automatic pedestrian doors of agta record under such 
brands, trademarks and trade names or otherwise in Austria , either directly 
to end -users or through non -integrated suppliers . After the end the 
exclusivity period of five years, neither the Divestment Business 
APD/Austria nor ASSA ABLOY (including agta record) shall use the agta 
record trademarks or brands for automatic pedestrian door products in 
Austria for a period of two years;  
(iii) all spare parts and repair/replacement kits, including re lated services, 
necessary for the provision of after -sales services of agta record automatic 
pedestrian doors, for the life -span of all agta record automatic pedestrian 
door products in operation in Austria at Closing and for the life -span of 
products sold  by the Divestment Business APD/Austria under the first five 
years after Closing, at variable cost and without quantity limitations;  
(iv) a non -exclusive, irrevocable and fully paid -up license of all technical 
information necessary for the provision of after -sales services of agta 
record automatic pedestrian doors, for the life -span of all agta record 
automatic pedestrian door products in operation in Austria at Closing, and 
for the life -span of products sold by the Divestment Business APD/Austria 
under the firs t five years after Closing;  
(v) a non -exclusive and irrevocable license to access, at variable cost, agta 
record’s after -sales and installation configuration tools and software, 
including the service software ASTEA (off -the-shelf software governing 
the after -sales service process and available on tablets, 
https://www.astea.com), necessary for the provision of installation and 
after-sales services of agta record automatic pedestrian doors, for the life -
span of all agta record automatic pedestrian door products in operation in 
Austria at Closing, and for the life -span of all products sold by the 
Divestment Business APD/Austria under the first five years after Closing.  
The license will also cover any new or updated after -sales and installation 
configuration tools and software ; 
(vi) the benefit of technical assistance from record group as necessary for the 
continued operation and future viability and competitiveness of the 
Divestment Business APD/Austria;  
(vii) the website infrastructure  used by  record AT  for a period up  to 12  months 
after Closing  (https://www.record.co.at/de/home , currently part of the 
same infrastructure as the website of the rest of agta record group);  and 
  29 
 
 (viii) the use of  the e-mail server and addresses  currently u sed by record AT  for 
a period up to 12 months after Closing.  
3. The Divestment Business APD/Austria shall not include:  
(i) the Distribution Agreement between agtatec and record AT  covering the 
supply of product s, inter alia  semi -assembled operators, (replaced by the 
supply arrangement foreseen under section 2.h.i of this Schedule), please 
see Annex H ; and 
(ii) the Service Agreement between agta record ltd and record AT , covering 
advisory provided by record group headquarters  (replaced by the technical 
assistance forese en under section 2.h.vi of this Schedule), please see 
Annex  I. 
4. If there is any asset or personnel, in the Divestment Business APD/Austria or any 
Affiliated Undertaking, which is not covered by paragraph 2 of this Schedule but which is 
both used (exclusivel y or not) in the Divestment Business APD/Austria and necessary for 
the continued viability and competitiveness of the Divestment Business APD/Austria, that 
asset or adequate substitute will be offered to potential purchasers.  
 
 
[…] 
 
 SCHEDULE 3 – DIVESTM ENT BUS INESS APD/HUNGARY  
1. The Divestment Business APD/Hungary includes agta record’s entire business in Hungary, 
under the ownership of Record Ajtó -automatizálási Kft (”record HU” or the “Company”) .1  
All agta record’s business activities in Hungary are carried ou t through record HU. record 
HU is active in the sale, distribution and installation of Automatic pedestrian doors and the 
provision of after -sales services (maintenance and repair) for such doors. Products and 
services are provided under the record brand.  
 
record HU’s headquarters , offices and production are located in Szigetszentmiklós. record 
HU also has logistic “hubs” (workers) in Miskolc, Debrecen, Orosháza, Kiskunhalas. Apart 
from  supply of product s and components , record HU is a stand -alone company 
encompassing, in addition to sales, production, installation and after -sales services, 
necessary back -bone departments such as finance, administration, IT (outsourced) . record 
HU does not have an  HR function.   
 
agtatec ag (“agtatec”) in Switzerland supplie s semi -assembled swing and sliding door 
operators, as well as, aluminium, to the Company. In record HU’s production facility, the 
operators are finalised, aluminium is cut and the doors are assembled with frames and 
glass. Powder coating is done entirely t hrough local third -party suppliers. The Company 
sources glass, fire door leaves and a small number of sensors locally. The assembled doors 
(or door operators, as the case may be) are temporarily stored in Szigetszentmiklós before 
they are picked up by reco rd HU’s installers (in some instances outsourced installers) who 
then install at the customer’s premises.   
 
The revolving doors sold (and installed) by record HU are produced and sent directly to the 
end-user from BLASI GmbH in Mahlberg, Germany. However, no revolving doors have 
been sold so far.  
 
The hermetic doors sold (and installed) by record HU are produced and sent directly to the 
end-user from KOS Spezialtüren GmbH in Schermbeck, Germany.  
 
record HU offers after -sales services of all types of automa tic pedestrian doors, i.e. swing, 
sliding and revolving doors . 
 
record HU’s workforce  currently accounts to 53 FTEs (39 FTEs employed plus 14 FTEs 
outsourced):  
 
                                                 
1 For corporate information on record HU, see Annex A . 

  32 
 
 (iii) all lease agreements related to other equipment (e.g. vehicles), please see 
Annex F.   
(e) the following customer, credit and other records of record HU:  
All customer, credit and other records held by  record HU , whether maintai ned in 
the ERP system or separately.   
(f) the following Personnel of  record HU :  
all personnel employed by  record HU.  
(g) the following Key Personnel of record HU:  
(i) […] – Managing director  
(ii) […]– Sales leader  
(iii) […]– Business developer  
(iv) […] – Service leader  
(v) […]– Technica l leader  
(vi) […]– Production leader  
(vii) Sales (field) FTEs  
(viii) Service & Maintenance Engineers – Team leaders/coordination functions  
(h) At the option of the Purchaser, the arrangements for the supply of the following 
products or services by the Affiliated Undertakings :  
(i) all automatic pedestrian door products  (including components and parts 
thereof)  and related services (including building information modelling – 
BIM references and tools) made available to record HU at the time of, or 
before, Closing , or any products subst ituting such products, for a 
transitional period of up to five years after Closing, at variable cost and 
without quantity limitations . This includes the full range of KOS hermetic 
doors, the full range of BLASI  revolving  doors and the full range of 
agtatec  semi -assembled operators as well as spare parts to the above . The 
delivery of such products will be made on a priority basis, within the 
standard lead times applicable prior to Closing;  
(ii) an exclusive, irrevocable and royalty free license of all brands, tra demarks, 
trade names, product lines and know -how owned or used by agta record to 
market, sell and service automatic pedestrian door products in Hungary, 
including the right to use the trademarks and brands in conjunction with 
the Purchaser’s own trademarks  and brands, for a period of up to five 
years. For the avoidance of doubt, during this period, ASSA ABLOY  will 
not market and sell Automatic pedestrian doors of agta record under such 
brands, trademarks and trade names or otherwise in Hungary , either 
direc tly to end -users or through non -integrated suppliers . After the end of 
the exclusivity period of five years, neither the Divestment Business 
  33 
 
 APD/Hungary nor ASSA ABLOY (including agta record) shall use the 
agta record trademarks or brands for automatic ped estrian door products in 
Hungary for a period of two years ; 
(iii) all spare parts and repair/replacement kits, including related services, 
necessary for the provision of after -sales services of agta record automatic 
pedestrian doors, for the life -span of all agt a record automatic pedestrian 
door products in operation in Hungary at Closing and for the life -span of 
products sold by the Divestment Business APD/Hungary under the first 
five years after Closing, at variable cost and without quantity limitations;  
(iv) a non -exclusive , irrevocable  and fully paid -up license  of all technical 
information necessary for the provision of after -sales services of agta 
record automatic pedestrian doors for the life -span of all agta record 
automatic pedestrian door products in operation  in Hungary at Closing, 
and for the life -span of products sold by the Divestment Business 
APD/Hungary under the first five years after Closing;  
(v) a non -exclusive and irrevocable license to access, at variable cost, agta 
record’s after -sales and installation  configuration tools and software, 
including the service software ASTEA (off -the-shelf software governing 
the after -sales service process and available on tablets, 
https://www.astea.com ), necessary for the provision of  installation and 
after-sales services of agta record automatic pedestrian doors, for the life -
span of all agta record automatic pedestrian door products in operation in 
Hungary at Closing, and for the life -span of the products sold by the 
Divestment Busin ess APD/Hungary under the first five years after 
Closing. The license will also cover any new or updated after -sales and 
installation configuration tools and software ; 
(vi) the benefit of technical assistance from record group as necessary for the 
continued ope ration and future viability and competitiveness of the 
Divestment Business APD/Hungary;  
(vii) the website infrastructure  used by record HU for a period up  to 12  months 
after Closing  (https://www.record.hu/hu/home  currently part of the same 
infrastructure as the website of the rest of agta record group);  and 
(viii) the use of  the e-mail server and addresses  currently used by record HU for 
a period up to 12 months after Closing.  
3. The Divestment Business APD/Hungary shall not in clude:  
(i) the Distribution Agreement between agtatec and  record HU dated 1 
August 2012  covering the supply of product s, inter alia  semi -assembled 
operators (replaced by the supply arrangement foreseen under section 2.h.i 
of this Schedule), please see Annex G; 
(ii) the 1 January 2003  Service Agreement between agta record ltd and  record 
HU, last updated on 1 January 2015 , covering advisory provided by record 
group headquarters  (replaced by the technical assistance foreseen  under 
section 2.h. vi of this Schedule) , plea se see Annex H . 
  34 
 
 4. If there is any asset or personnel, in the Divestment Business APD/Hungary or any 
Affiliated Undertaking, which is not covered by paragraph 2 of this Schedule but which is 
both used (exclusively or not) in the Divestment Business APD/Hungar y and necessary for 
the continued viability and competitiveness of the Divestment Business APD/Hungary, that 
asset or adequate substitute will be offered to potential purchasers.  
 
 
[…] 
 
 SCHEDULE 4 – DIVESTM ENT BUSINESS APD/SLO VENIA  
1. The Divestment Business APD/ Slovenia includes agta record’s entire business in Slovenia, 
under the ownership of Record avtomatska vrata d.o.o. (”record SL” or the “Company”).1  
All agta record’s business activities in Slovenia are carried out through record SL.2 record 
SL is active i n the sale , distribution and installation of Automatic pedestrian doors and the 
provision of after -sales services (maintenance and repair) for such doors. Products and 
services are provided under the record brand.  
 
record SL ’s headquarters and production are located in Šenčur . Apart from the product 
supply as described below, record SL  is a stand -alone company encompassing , in addition 
to sales , production , installation and after -sales services,  all necessary back -bone 
departments such as finance  (outsourced) , administra tion, IT  (outsourced)  and HR  
(outsourced).  
 
agtatec ag (“agtatec”) in Switzerland supplies semi -assembled swing and sliding door 
operators , as well as aluminium,  to the Company. In record SL’s  production facility, the 
operators are finalised, aluminium is  cut and the doors are assembled with frames and 
glass .  
Powder coating is done entirely through local third party suppliers. The Company sources 
glass, fire door leaves and  a small number of sensors  locally.  The assembled doors (or door 
operators, as the case may be)  are temporarily stored in Šenčur  before they are picked up 
by record SL’s installers (in some instances outsourced installers) who then install at the 
customer’s premises.  
 
The revolving doors  sold (and installed) by record SL are  produced and  sent directly to the 
end-user from BLASI GmbH in Mahlberg, Germany . 
 
The hermetic doors  sold (and installed) by record SL are produced and sent  to the 
Slovenian headquarters.  
 
The company offers after -sales service s of all types of Automatic pedestrian do ors. 
  
record SL  currently employs 9 FTEs:   
 
                                                 
1 For corporate information on record SL , see Annex A . 
2 In addition, r ecord Sloveni a also has sales to Croatia, Bosnia and Albania.  

  37 
 
 (e) the following customer, credit and other records of record SL : 
All customer, credit and other records held by record S L, whether maintained in 
the ERP system or separately.  
(f) the following Personnel of record SL :  
all personnel employed by record SL  (as defined above).  
(g) the following Key Personnel of record SL:  
(i) […] (MD)  
(ii) […] (production)  
(iii) […] (administration)  
(iv) […] (Sales)  
(v) […] (Sales)  
[Organization chart with names of employees]  
(h) At the option of the Purchaser, the arrangements for the supply of the following 
products or services by the Affiliated Undertakings :  
(i) all automatic pedestrian door products (including components and part s 
thereof) and related services (including building information modelling – 
BIM references and tools) made available to record SL at the time of, or 
before, Closing, or any products substituting such products, for a 
transitional period of up to five years after Closing, at variable cost and 
without quantity limitations. This includes the full range of KOS hermetic 
doors, the full range of BLASI revolving doors and the full range of 
agtatec semi -assembled operators as well as spare parts to the above. The 
delivery of such products will be made on a priority basis, within the 
standard lead times applicable prior to Closing;  
(ii) an exclusive, irrevocable and royalty free license of all brands, trademarks, 
trade names, product lines and know -how owned or used by agt a record to 
market, sell and service automatic pedestrian door products in Slovenia, 
including the right to use the trademarks and brands in conjunction with 
the Purchaser’s own trademarks and brands, for a period of up to five 
years. For the avoidance of doubt, during this period, ASSA ABLOY will 
not market and sell Automatic pedestrian doors of agta record under such 
brands, trademarks and trade names or otherwise in Slovenia , either 
directly to end -users or through non -integrated suppliers.  After the 
exclusivity period of five years, neither the Divestment Business 
APD/Slovenia nor ASSA ABLOY (including agta record) shall use the 
agta record trademarks or brands for automatic pedestrian door products in 
Slovenia for a period of two years;  
(iii) all spare parts and repair/replacement kits, including related services, 
necessary for the provision of after -sales services of agta record automatic 
pedestrian doors, for the life -span of all agta record automatic pedestrian 
  38 
 
 door products in operation in Slovenia at Clos ing and for the life -span of 
products sold by the Divestment Business APD/Slovenia under the first 
five years after Closing, at variable cost and without quantity limitations;  
(iv) a non -exclusive, irrevocable and fully paid -up license of all technical 
informat ion necessary for the provision of after -sales services of agta 
record automatic pedestrian doors, for the life -span of all agta record 
automatic pedestrian door products in operation in Slovenia at Closing, 
and for the life -span of products sold by the Di vestment Business 
APD/Slovenia under the first five years after Closing;  
(v) a non -exclusive and irrevocable license to access, at variable cost, agta 
record’s after -sales and installation configuration tools and software, 
including the service software ASTEA  (off-the-shelf software governing 
the after -sales service process and available on tablets, 
https://www.astea.com), necessary for the provision of installation and 
after-sales services of agta record automatic pedestrian doors, for the life -
span of all ag ta record automatic pedestrian door products in operation in 
Slovenia at Closing, and for the life -span of the products sold by the 
Divestment Business APD/Slovenia under the first five years after 
Closing.  The license will also cover any new or updated af ter-sales and 
installation configuration tools and software ; 
(vi) the benefit of technical assistance from record group as necessary for the 
continued operation and future viability and competitiveness of the 
Divestment Business APD/Slovenia ; 
(vii) the website infras tructure  used by  record SL  for a period up  to 12  months 
after Closing  (https://www.record.si/sl/home  currently part of the same 
infrastructure as the website of the rest of agta record group);  and 
(viii) the use of  the e-mail server and addresses  currently used by record SL  for 
a period up to 12 months after Closing.  
3. The Divestment Business APD/Slovenia shall not include:  
(i) the Distribution Agreement between agtatec and record SL  dated  1 August 
2012  covering the supply o f product s, inter alia  semi -assembled operators 
(replaced by the supply arrangement foreseen under section 2.h.i of this 
Schedule), please see Annex G; 
(ii) the 1 January 2003 Service Agreement between agta record ltd and record 
SL, last updated on 1 January 20 16, covering advisory provided by record 
group headquarters  (replaced by the technical assistance foreseen under 
section 2.h.vi of this Schedule), please see Annex H . 
4. If there is any asset or personnel, in the Divestment Business APD/Slovenia or any 
Affili ated Undertaking, which is not covered by paragraph 2 of this Schedule but which is 
both used (exclusively or not) in the Divestment Business APD/Slovenia and necessary for 
the continued viability and competitiveness of the Divestment Business APD/Slovenia , that 
asset or adequate substitute will be offered to potential purchasers.  
 
[…] 
 
  
SCHEDULE 5 – DIVESTMENT BUSINESS APD/FRANCE   
1. The Divestment Business APD/France includes ASSA ABLOY’s automatic pedestrian 
doors business in France, under the ownership of ASSA  ABLOY Entrance Systems 
Piétonnes SAS (”AAES FR” or the “Company”).1  
AAES FR  is active in the sale  and installation of Automatic pedestrian doors and the 
provision of after -sales services (maintenance and repair) for such doors  in France . Both 
products an d services are  provided under the “ASSA ABLOY ” brand and, to a lesser 
extent, the “Besam”  brand.   
 
AAES FR ’s headquarters is located in Lieusaint, outside of  Paris . The office space is 
shared with the industrial doors business. The  industrial door business , which is a separate 
legal entity, is the tenant to the lease agreement in Lieusaint , from which AAES FR sublets 
its part of the premises.  
 
As in other European countries, ASSA ABLOY supplies the French automatic pedestrian 
door markets with equipment fro m its assembly plant in Ostrov, Czech Republic.  Products 
are sent from Ostrov directly to the end users’ premises  where they are installed either by 
AAES FR ’s in-house installation technicians or by (sub -contracted) third party installers. 
AAES FR  does not have any local assembly or storage facilities beyond a warehouse where 
a small stock of spare parts is stored.  
 
Due to local French regulation, the assembly plant in Ostrov integrates a rubber band into 
the operators of all of its escape route  sliding doo rs destine d for the French market. AAES 
FR occasionally  sources hermetic door leaves from Tané and fire doors from various local  
suppliers such as Crouzille, Ploojer and Robert.  
 
Apart from the product supply, AAES FR  is a stand -alone company encompassing , in 
addition to sales , installation and after -sales services,  necessary administrative functions 
such as finance, HR and administration.  
 
The company offers after -sales service s of all types of Automatic pedestrian doors .   
 
AAES FR  currently employs aroun d 98 FTEs:   
  
                                                 
1 For corporate information on ASSA ABLOY Entrance Systems Piétonnes SAS , see Annex A . 

  41 
 
 (v) all lease agreements related to other equ ipment (e.g. vehicles). For a list, 
please see Annex  F. 
(e) the followin g customer, credit and other records of AAES FR : 
All customer, credit and other records held by AAES FR.  
(f) the following Personnel of AAES FR :  
All personnel employed by AAES FR. For a list of personnel employed by AAES 
FR, see Annex G. 
(g) the following Key Per sonnel of AAES FR : 
(i) MD, [ …] 
(ii) Installation manager, [ …] 
(iii) Finance manager, [ …] 
(iv) Service manager, [ …] 
(v) All sales (fie ld) FTEs  
(vi) Service & Maintenance Engineers – Team leaders/coordination functions  
(h) At the option of the Purchaser, the arrangements for the supply of the following 
products or services by the Affiliated Undertakings :  
(i) all automatic pedestrian door  products  (including components and parts 
thereof)  and related services  (including building information modelling – 
BIM references and tools)  made available to AAES FR  at the time of, or 
before, Closing , or any products substituting such products, for a 
transitional period of up to five years after Closing, at variable cost and 
without quantity limitations . This includes the full range of Automatic 
pedestrian doo rs, as well as spare parts to the above . The delivery of such 
products will be made on a priority basis, within the standard lead times 
applicable prior to Closing ; 
(ii) an exclusive , irrevocable  and royalty free license of all brands, trademarks, 
trade names, product lines and know -how owned or used by AAES FR to 
market , sell and service  automatic pedestrian door products in France, 
(e.g., the “ASSA ABLOY” and “BESAM” brand s), including the right to 
use the trademarks and brand s in conjunction with the Purchase r’s own 
brand s, for a period of up to five years  after Closing . For the avoidance of 
doubt, during this period, ASSA ABLOY will not market and sell 
Automatic pedestrian doors of ASSA ABLOY under such brands, 
trademarks and trade names or otherwise in Franc e, either directly to end -
users or through non -integrated suppliers.  After the exclusivity period  of 
five years , neither the Divestment Business APD/France nor ASSA 
ABLOY (including agta record) shall use the  brand s and trademarks in 
question  (including “A SSA ABLOY” and “BESAM”) in the marketing  
and sales  of automatic pedestrian door products in France  for a period of 
two years.  For the avoidance of doubt, ASSA ABLOY will also refrain 
  42 
 
 from selling Automatic pedestrian doors in France under the Ditec and 
Entrematic brands for a duration of five years after Closing and will refer 
customer inquiries to the Divestment Business APD/France over that 
period;  
(iii) all spare parts and repair/replacement kits, including related services, 
necessary for the provision of aft er-sales services of ASSA ABLOY 
automatic pedestrian doors, for the life -span of all ASSA ABLOY 
automatic pedestrian door products in operation in France at Closing and 
for the life -span of products sold by the Divestment Business APD/France 
under the firs t five years after Closing, at variable cost and without 
quantity limitations;  
(iv) a non -exclusive , irrevocable  and fully paid -up license to access  all 
technical information necessary for the provision of after -sales services  of 
ASSA ABLOY automatic pedestrian  doors,  for the life -span of  all ASSA 
ABLOY  automatic pedestrian do or products in operation in France at 
Closing, and for the life -span of products sold by the Divestment Business 
APD/France under the first five years after Closing;  
(v) a non -exclusive and ir revocable license to access, at variable cost, ASSA 
ABLOY ’s after -sales and installation configuration tools and software, 
necessary for the  provision of installation and after -sales services of ASSA 
ABLOY automatic pedestrian door s, for the life -span of A SSA ABLOY 
automatic pedestrian door products in operation in France at Closing, and 
for the life -span of products sold by the Divestment Business APD/France 
under the first five years after Closing . The license will also cover any new 
or updated after -sales and installation configuration tools and software ; 
(vi) the benefit of technical assistance from ASSA ABLOY as necessary for 
the continued operation and future viability and competitiveness of the 
Divestment Business APD/France;  
(vii) access to the IT -systems used by AAES FR for a period of up to 12 
months after Closing;  
(viii) access to functions in relation to payroll, pensions and benefits, for a 
period of up to 12 months after Closing ; 
(ix) the website infrastructure used by AAES FR for a period up to 12 months 
after Closin g; and 
(x) the use of  the e-mail server and addresses  currently used by AAES FR  for 
a period up to 12 months after Closing.  
3. The Divestment Business APD/France shall not include:  
Not applicable.  
  43 
 
 4. If there is any asset or personnel, in the Divestment Business APD /France or any Affiliated 
Undertaking, which is not covered by paragraph 2 of this Schedule but which is both used 
(exclusively or not) in the Divestment Business APD/France and necessary for the 
continued viability and competitiveness of the Divestment Bu siness APD/France, that asset 
or adequate substitute will be offered to potential purchasers.  
 
 
[…] 
 
 SCHEDULE 6 – DIVESTM ENT BUSINESS APD/UNI TED KINGDOM  
1. The Divestment Business APD/United Kingdom includes ASSA ABLOY’s automatic 
pedestrian doors business in the  UK, under the ownership of ASSA ABLOY Entrance 
Systems Ltd. (“AAES UK” or the “Company”).1  
AAES UK  is active in the sale  and installation of A utomatic pedestrian doors and the 
provision of after -sales services (maintenance and repair) for such doors  in the United 
Kingdom and in the Republic of Ireland (“Ireland”) . Both products and services are  
provided under the “ASSA ABLOY” brand and, to a lesser extent, the “Besam” brand . 
AAES UK also has a separate operational department active in industrial doors.  
 
The automatic pedestrian door operations in Ireland and the separate operations active in 
industrial doors will be carved out prior to AAES UK being divested.  
 
AAES UK ’s headquarters for the automatic pedestrian door business is located in Sunbury 
on Thame s, Middlesex . AAES UK’s automatic pedestrian door business also has a 
warehouse in Rotherham, outside of Sheffield.  
 
As in other European countries, ASSA ABLOY supplies the UK markets with equipment 
from its assembly plant in Ostrov, Czech Republic.  Produc ts are sent from Ostrov directly 
to the end users’ premises  where they are installed either by AAES UK ’s in -house 
installation technicians or by (sub -contracted) third -party installers. AAES UK  does not 
have any local assembly or storage facilities beyond a warehouse where a  small stock of 
spare parts is stored.  
 
Apart from the product supply as described above , AAES UK  is a stand -alone company 
encompassing , in addition to sales , installation and after -sales services,  all necessary back -
bone departments suc h as finance, administration  and HR.  
 
The company offers after -sales service s of all types of Automatic pedestrian doors .   
 
AAES UK  currently employs around 126 FTEs:   
  
                                                 
1 For corporate information on ASSA ABLOY Entrance Systems Ltd. , see Annex A . 

  46 
 
 (iv) all lease agreements related to other equ ipment (e.g. vehicles) excluding 
what is set out below under 3. For a list, please see Annex F. 
(e) the following customer, credit and other records of AAES UK : 
All customer, credit and other records held by AAES UK excluding  what is set out 
below under 3. 
(f) the following Personnel of AAES UK excluding  what is set out below under 3:  
all personnel employed by AAES UK excluding what is set out below under 3, see 
Annex G . 
(g) the following Key Personnel of AAES UK : 
(i) MD, […].  
(ii) HR and QSHE, […] 
(iii) Finance, […] 
(iv) Equipment sales, […] 
(v) Equipment Key account sales, […] 
(vi) Equipment back office and Field Ops, […] 
(vii) Service sales and Field Ops, […] 
(viii) All sales FTEs  
(ix) Service & Maintenance Engineers – Team leaders/coordination functions  
(h) At the option of the Purchaser, the arrangements for the supply of the following 
products or servi ces by the Affiliated Undertakings :  
(i) all automatic pedestrian door products (including components  and parts  
thereof ) and related services (including building information modelling – 
BIM references and tools) made available to AAES UK at the time of, or 
before, Closing, or any products substituting such products, for a 
transitional period of up to five years after Closing, at variable cost and 
without quantity limitations. This includes the full range of Automatic 
pedestrian doors,  as well as spare parts to the above. The delivery of such 
products will be made on a priority basis, within the standard lead times 
applicable prior to Closing . ASSA ABLOY also undertakes to ensure that 
the applicable supply conditions will enable the Divestment Business 
APD/United  Kingdom to remain competitive irrespective of any adverse 
conditions resulting from the consequences of the exit of the United 
Kingdom from the European Union ; 
(ii) an exclusive , irrevocable  and royalty free license  of all brands, trademarks, 
trade names, prod uct lines and know -how owned or used by AAES UK  to 
market , sell  and service automatic pedestrian door products in the United 
Kingdom (e.g., the “ ASSA ABLOY “ and “BESAM” brand s), including 
  47 
 
 the right to use the  trademarks and  brand s in conjunction with the 
Purchaser’s own brand s, for a period of up to five years  after Closing . For 
the avoidance of doubt, during this period, ASSA ABLOY, will not 
market and sell Automatic pedestrian doors  of ASSA ABLOY  under such 
brands, trademarks and trade names or otherwise in the United Kingdom , 
either directly to end -users or through non -integrated suppliers . After the 
exclusivity period of five years , neither the Divestment Business 
APD /United Kingdom nor ASSA ABLOY (including agta record) shall 
use the  brands and trademar ks in question (including “ASSA ABLOY” 
and “BESAM”) in the marketing  and sales  of automatic pedestrian door 
products in the United Kingdom for a period of two years.  For the 
avoidance of doubt, ASSA ABLOY will also refrain from selling 
Automatic pedestrian  doors in the United Kingdom under the Ditec and 
Entrematic brands for a period of five years after Closing and will refer 
customer inquiries to the Divestment Business APD /United Kingdom over 
that period;  
(iii) all spare parts and repair/replacement kits, incl uding related services, 
necessary for the provision of after -sales services of ASSA ABLOY 
automatic pedestrian doors, for the life -span of all ASSA ABLOY 
automatic pedestrian door products in operation in the United Kingdom at 
Closing and for the life -span of products sold by the Divestment Business 
APD/United Kingdom under the first five years after Closing, at variable 
cost and without quantity limitations;  
(iv) a non -exclusive , irrevocable  and fully paid -up license to access   all 
technical information necessa ry for the provision of after -sales services of 
ASSA ABLOY automatic pedestrian doors, for the life -span of all ASSA 
ABLOY automatic pedestrian door products in operation in the UK  at 
Closing, and for the life -span of products sold by the Divestment Busine ss 
APD /United Kingdom under the first five years after Closing;  
(v) a non -exclusive and irrevocable license to access, at variable cost, ASSA 
ABLOY’s after -sales and installation configuration tools and software , 
necessary for the provision of installation an d after -sales services  of ASSA 
ABLOY automatic pedestrian doors, for the life -span of ASSA ABLOY  
automatic pedestrian door products in operation in the United Kingdom at 
Closing, and for the life -span of products sold by the Divestment Business 
APD/United Kingdom  under the first five years after Closing . The license 
will also cover any new or updated after -sales and installation 
configuration tools and software ; 
(vi) the benefit of technical assistance from ASSA ABLOY as necessary for 
the continued operation and  future viability and competitiveness of the 
Divestment Business APD/United Kingdom;  
(vii) access to the IT -systems used by AAES UK for a period of up to 12 
months after Closing;  
(viii) access to functions in relation to payroll, pensions and benefits, for a 
period of up to 12 months after Closing ; 
  48 
 
 (ix) the website infrastructure  used by  AAES UK  for a period up  to 12  months 
after Closing ; and 
(x) the use of  the e-mail server and addresses  currently used by AAES UK  for 
a period up to 12 months after Closing.  
3. AAES UK’s industrial  door business and automatic pedestrian door business in Ireland 
will be carved out prior to the divestment of the Divestment Business APD/United 
Kingdom .2 The automatic pedestrian door business and the industrial door business were 
merged into one legal e ntity in 2013 but has been operating on a standalone basis 
operationally within the same legal entity since then. Thus, the Divestment Business 
APD/United Kingdom shall not include:  
(a) the following tangible asset s of AAES UK :  
(i) the assets used in the industri al door business or the automatic pedestrian 
door business in Ireland, please see Annex H, 
(ii) the stock relating to the industrial door business or the automatic 
pedestrian door business in Ireland as per the day of closing.  
(b) the following main intangible asse ts of AAES UK :  
Intangible assets of the industrial door business or the automatic pedestrian door 
business relating to Ireland.  
(c) the following main licences, permits and authorisations of AAES UK :  
Licences permits and authorisations pertaining to the indu strial door business or 
the automatic pedestrian door business in Ireland.  
(d) the following main contracts, agreements, leases, commitments and understandings 
of AAES UK :  
(i) all customer agreements  of the industrial door business or the automatic 
pedestrian do or business in Ireland;  
(ii) all supply agreements  of the industrial door business or the automatic 
pedestrian door business in Ireland ; 
(iii) all lease agreements of the industrial door business  or the automatic 
pedestrian door business in Ireland ; and  
(iv) all lease agr eements related to other equ ipment (e.g. vehicles) of the 
industrial door business  or the automatic pedestrian door business in 
Ireland . For a list.  
(e) the following customer, credit and other records of AAES UK : 
                                                 
2  It should also be noted that AAES UK ha s a very limited gate automation business, which is in the process of 
being wound up. Thus, this part of AAES UK will not be transferred to the Divestment Business  APD United 
Kingdom . 
  49 
 
 All customer, credit and other records held by  AAES UK and pertaining to the 
industrial door business or the automatic pedestrian door business in Ireland . 
(f) the following personnel of AAES UK:  
all personnel pertaining to the industrial door business or the automatic pedestrian 
door business in Ireland , please see Annex I . 
4. If there is any asset or personnel, in the Divestment Business APD/United Kingdom or any 
Affiliated Undertaking, which is not covered by paragraph 2 of this Schedule but which is 
both used (exclusively or not) in the Divestment Busines s APD/United Kingdom and 
necessary for the continued viability and competitiveness of the Divestment Business 
APD/United Kingdom, that asset or adequate substitute will be offered to potential 
purchasers.  
 
 
[…] 
 
 SCHEDULE 7 – DIVESTM ENT BUSINESS HSD  
1. The Divest ment Business HSD consists of agta record’s high -speed door business located 
in France and comprises assets and staff of record Industry SAS (“record Industry”) and 
staff from record Portes Automatiques SAS.  
The Divestment Business  HSD   
record Industry is mainly active in production of automatic pedestrian door products, and 
only to a relatively limited extent in the production of high -speed doors. Sectional doors 
are produced by ISEA SAS.  
 
agta record’s production activities (mainly assembly) for high -speed doors are carried out 
through record Industry, while sales and servicing are performed by other agta record 
entities mainly active in supply of other products than high -speed doors.1 agta record does 
not currently have staff dedicated only to sales and s ervicing of high -speed doors.  The 
high-speed door p roducts are provided under the record brand.  
 
record Industry ’s high-speed doors production facility is located in Crémieu, in France, 
sharing the premises with record Portes Automatiques SAS automatic pe destrian door 
production facility. The main part of the production facility in Crémieu relates to the 
assembly of automatic pedestrian doors. The minor part of the production facility relating 
to the production of high -speed doors, and the equipment relati ng to that production, can 
easily be separated within the existing facility or moved to a different premises, suitable for 
assembly of high -speed doors, in the adjacent area.  
 
agta record’s limited R&D activities related to high -speed doors are performed i n the high -
speed doors part of the record Industry production facility and will continue in the 
Divestment Business HSD . 
 
The high -speed door production is mainly supplied with components from third -party 
suppliers, but also partly (for the Speedcord high -speed door model) from agtatec ag in 
Switzerland.  
 
agta record’s high -speed door business does not have any integration or links to agta 
record’s remaining industrial door business, o ther than limited indirect sales by ISEA SAS . 
  
                                                 
1  Sales of the hig h-speed doors produced by record Industry are mainly made by record Portes Automatiques 
SAS (direct sales)  and, to a limited extent, ISEA SAS (indirect sales). In addition, there are some minor sales 
in “export markets” by local sales organizations.  

  52 
 
 (b) the following main intangible assets:  
(i) all the intellectual property rights, including patents, designs, copyrights, 
trademarks, brands, trade names,  and product lines, as well as know -how, 
trade secret s and other data and information, owned by agta record  that are 
or have been previously used solely or predominantly by the Divestment 
Business HSD , in connection with the production, marketing, sales and 
servicing of high -speed door products . The Purchase r will grant perpetual, 
irrevocable, non -exclusive, fully paid -up worldwide licences to ASSA 
ABLOY  for the use of these intellectual property rights  in so far they are 
necessary  to continue running the business retained by ASSA ABLOY . 
For the avoidance of doubt, intellectual property rights  that are  solely or  
predominantly used by the business retained by ASSA ABLOY  will 
remain in the ownership of ASSA ABLOY , which will grant perpetual, 
irrevocable, non -exclusive, fully paid -up worldwide licences for the 
intellectual property rights  that the Divestment Business HSD  uses in 
connection with the production, marketing, sales and servicing of high -
speed doors , and in so far they are ne cessary  to continue running the 
Divestment Business HSD.  For the avoidance of d oubt, the licenses do not 
include a right to sub -license the intellectual property rights, including 
know -how, trade secrets and other data and information,  to third parties. 
ASSA ABLOY  and the Purchaser will also seek to enter into an agreement 
for the us e of the brand ‘record’ in the marketing and sales of high -speed 
doors after a period of five years from Closing.  
(ii) Swiss trademark – no. 596437 "SPEEDCORD ”. 
To the Parties’ knowledge, there are no other transferable intangible assets 
specifically related to  the high -speed doors business.  
(c) The following main licences, permits and authorisations:  
Not applicable. To the Parties’ knowledge, there are no licences , permits or 
authorizations required for the Divestment Business HSD.  
(d) the following main contracts, ag reements, leases, commitments and 
understandings:  
(i) at the option of the Purchaser, a lease agreement for premises of 
approximately 2,300 square meters and 100 square meters office space, 
adjacent to the premises in Crémieu and on standard market terms, whe re 
all machines and equipment of the high -speed door business will be moved 
by and at the expenses of ASSA ABLOY. ASSA ABLOY will also bear 
the costs of the lease fee for a duration of eighteen (18) months after 
Closing ;  
(ii) all customer relationships  exclusi vely related to the high -speed door 
business (for a list of the main customer relationships/agreements, please 
see Annex  D). In addition, the Parties commit to procure that all material 
customer agreements/relationships shared between the Divestment 
Busine ss HSD and other agta record entities will be transferred to the 
Divestment Business HSD to the extent the agreements relate to high -

  54 
 
 (vi) […] 
(vii) […] (sales)  
(viii) […] (sales)  
(ix) […] (sales)  
(x) The servicing/installation team  
[Organization chart with names of employees ] 
(h) At the option of the Purchaser, the arrangements for the supply of the following 
products or services by the Affiliated Undertak ings:  
(i) all high -speed door products (including components and spare parts) 
manufactured by or on behalf of agtatec ag, at the time of, or before, 
Closing, or any components  substituting such components , for a 
transitional period of up to five years after C losing, a t variable cost and 
without quantity limitations . The delivery of such components  will be 
made on a priority basis, within the standard lead times applicable prior to 
Closing ; 
(ii) all overhead sectional door products (including components, spare parts  
technical information and after -sales and installation configuration tools 
and software) and related services produced and supplied by ISEA SAS in 
France at the time of, or before, closing or any products substituting such 
products, for a transitional per iod of up to five years after Closing, at 
variable cost and without quantity limitations. The delivery of such 
products will be made on a priority basis, within the standard lead times 
applicable prior to Closing;  
(iii) relevant content from agta record’s Frenc h website, and a reference to the 
Divestment Business HSD’s website on the website of agta record’s 
French organisation ( https://www.record.fr/ ), for a period up  to 12  months 
after Closing ;  
(iv) access to the IT -systems u sed by record Industry for a period of up to 12 
months after Closing; and  
(v) the use of  the e-mail server and addresses  currently used by record 
Industry for a period up to 12 months after Closing.  
3. The Divestment Business shall not include:  
(i) Steel cutting mach ine (to a minor extent used by the Divestment Business 
HSD, but predominantly used by record Portes Automatiques for 
production of automatic pedestrian doors); and  
(ii) Steel trimming machine (to a minor extent used by the Divestment 
Business HSD, but predomina ntly used by record Portes Automatiques for 
production of automatic pedestrian doors).  
  55 
 
 4. If there is any asset or personnel, in the Divestment Business HSD or any Affiliated 
Undertaking, which is not covered by paragraph 2 of this  Schedule but which is both used 
(exclusively or not) in the Divestment Business HSD and necessary for the continued 
viability and competitiveness of the Divestment Business HSD, that asset or adequate 
substitute will be offered to the Purchaser.  
 
 
[…] 
 
 Schedule 8 – Brands  
 
Previously us ed for Automatic pedestrian doors  
 Port Automatica  
 Rotomatic  
 Benovatic  
 
Previously used for industrial doors  
 Akator  
 Nomafa  
 Schieffer  
 Faltec  
 Claver  
 Amber  
 Combosa  
 
* 
ASSA ABLOY represents that the above brands have previously been used by ASSA 
ABLOY for Autom atic pedestrian door products and industrial door products, 
respectively, and that it is not aware of any past or ongoing dispute about the validity 
and/or use of these brands. However, ASSA ABLOY is not able to guarantee that the 
said brands currently ben efit from any protected rights, and ASSA ABLOY will not 
accept any liability (including claims by third parties) in relation to the transfer of these 
brands.  
 
 
 ANNEX A -H – DIVESTMENT BUSINE SS APD NETHERLANDS  
[…] 
ANNEX A -H – DIVESTMENT BUSINES S APD AUSTRIA  
[…] 
ANNEX A -H – DIVESTMENT BUSINE SS APD HUNGARY  
[…] 
ANNEX A -H – DIVESTMENT BUSINES S APD SLOVENIA  
[…] 
ANNEX A -G – DIVESTMENT BUSINES S APD FRANCE  
[…] 
ANNEX A-I – DIVESTMENT BUSINE SS APD UNITED KINGDOM  
[…] 
ANNEX A-F – DIVESTMENT BUSINE SS HSD  
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