Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 21.12.2021  
C(2021 ) 9929  final 
           PUBLIC VERSION  
 
SHV Energy N.V.  
Capellalaan 65  
2132 JL Hoofddorp  
The Netherlands  
 
UGI Corporation,  
460 North Gulph Road  
King of Prussia,  
19406 Pennsylvania  
United States of America  
Subject : Case M.  10372 — SHV ENERGY  / UGI INTERNATIONAL 
HOLDING  / JV 
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 17 November 2021, the Commission received notification of a proposed 
concentration pursuant to Article 3(1)(b) and 3(4) of Council Regulation (EC) No 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ’Merger Regulation ’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( ‘TFEU ’) has introd uced 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 ’). 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 139/2004 by which SHV Energy N.V. (“SHVE”, the Netherlands) and UGI 
International Holdings B.V. (“UGI Inte rnational”, the Netherlands ), acquire joint 
control over a newly created joint venture (the “JV”) (the “ Proposed Transaction ”). 
SHVE and UGI International are designated hereinafter as the “Notifying Parties” or 
the “Parents” and, together with the JV , as the “Parties”. The Proposed Transaction  
will be accomplished by way of purchase of shares . 
1. THE  PARTIE S  
(2) SHVE is a wholly owned subsidiary of SHV Holdings N.V. (“SHV”, the 
Netherlands) , active in the area of sustainable fuels and renewable energy solutions, 
as well as in the distribution of off -grid energy, such as liquefied petroleum gas 
(“LPG”)  and liquefied natural  gas (“LNG ”), for business and residential customers.  
(3) UGI International is an indirect, wholly owned subsidiary of UGI Corporation 
(“UGI”, Unite d States), active in the distribution and marketing of energy products , 
including LPG, and related services.  
(4) The JV will be active in the development and commercialization of renewable 
Dimethyl Ether (“rDME”) in a sustainable and cost -efficient manner, as well as in 
advocating the industry and market acceptance of, and interest in, rDME for de -
fossilization.  
2. THE CONCE NTRATION  
(5) On 20.04.2021, the Parties agreed on the Heads of Terms, comprising the principal 
terms of the contemplated JV that will be included in a shareh olders’ agreement (the 
“HoT”).3 Completion of the Proposed Transaction  is subject to a number of 
conditions (including merger control clearance), as further set out in the HoT, and 
will take place shortly after the conditions have been satisfied.  
(6) The newly created JV will be a 50/50 partnership , with SHVE and UGI International 
each assuming joint cont rol. Unanimous JV Parents’ consent (or by its appointed 
directors)4 will be required for reserved matters at the shareholders and/or board 
meetings, including for strategic decisions such as approval of the initial five year 
business plan and budget (and a ny amendment or update thereof), as well as the 
appointment and dismissal of the senior management team. Accordingly, SHVE and 
UGI International will equally enjoy veto rights on strategic decisions giving rise to 
joint control.  
(7) The JV will have sufficient  own staff, financial resources and dedicated management 
for its operation and for the management of its portfolio and business interests. The 
JV will have management dedicated to its day -to-day operations. The executive 
                                                 
3  In addition the JV Parents have made public announcement with regard to the creation of the JV on May 
17 and 18, 2021 (see https://www.ugicorp.com/news -releases/news -release -details/shv -energy -and-ugi-
launch -joint-venture -accelerate -transition  and https://www.shv.nl/news/shv -energy -and-ugi-launch -joint-
venture -accelerate -transition -lpg-industry -sustainable -future ).  
4  The JV will be set up with a board comprising of three directors. [description of the procedure regarding 
the appointment of  directors ]. 
 
 
3 director will act as CEO and two no n-executive directors will supervise and advise 
the executive director. The JV’s CEO and independent executive director, which will 
be exclusively devoted to the JV’s business, will be employed  by the JV , and  the JV 
will have a sufficient number of staff d edicated to its operation on a full -time basis.  
(8) The JV’s initial budget will cover [details regarding the JVs budget ]. Once the JV 
becomes operational and starts to generate revenues, [details regarding the finances 
of the JV ].  
(9) The JV will have sufficien t freedom to make business and investment decisions. Its 
management will have discretion to [details  regarding discretion of the 
management ]. [details regarding  rDME activities to be transferred to the JV ].5 As a 
result, the JV will operate fully independe ntly from its parents on rDME projects. 
The JV is geared to play an active role on the market and intends to sell at least [20-
30]% of its projected sales to third parties and have a commercial, non -preferential, 
relationship with its parents (i.e. by trea ting them on an arm’s length basis in the 
same way as third parties).6 The JV will perform its activities on a lasting basis as 
the JV Parents intend to set up the JV for a duration of at least 10 years. Therefore, 
the JV is full -function.  
3. UNION  DIME NSION  
(10) The undertakings concerned have a combined aggregate worldwide turnover of more 
than EUR 5 000 million ( SHV: EUR 19,483  million; UGI: EUR 5,742 million)7. 
Each of them has a Union -wide turnover in excess of EUR 250 million ( SHV: EUR 
[…]; UGI: EUR […]), but they do not achieve more than two -thirds of their 
aggregate Union -wide turnover within one and the same Member State. The 
Proposed Transaction  therefore has a U nion dimension.   
4. MARKE T DE FINITION  
4.1. Introduction to the products concerned by the Proposed Trans action  
(11) The Notifying Parties are active in refined fuel products, while the JV will be active 
in the development and commercialization of rDME . rDME is a low -carbon 
sustainable liquid gas that can be produced from multiple renewable feedstock . 
rDME has cle an combustion characteristics and offers a logistical advantage as it can 
be transported in liquid form using largely established off -grid infrastructure for 
traditional fuels such as LPG. There are essentially two options to use rDME as a 
fuel: first, as a 20% blend of rDME in LPG: this can be used with no modification to 
existing LPG equipment; or, second, as 100% (pure) rDME, which requires 
modifications to existing LPG equipment and is anticipated to be a preferred solution 
for large industrial customer s in the future.  
                                                 
5  [details regarding rDME activit ies to be transferred to the JV ]. 
6  Parties’ response to RFI 1, question 1, and principal terms of the contemplated joint venture  (Heads of 
Terms, clause 12 ). 
7  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
4 (12) Being a relatively new technology , potential markets for the production and supply 
of rDME have not been examined by the Commission so far.  
(13) In the next sections the market structure of refined fuel products, where the 
Notifying Parties ar e active , is outlined . Subsequently, a number of potential market 
definitions that could apply to th e production and supply of rDME, where the JV 
will be active , are considered .  
4.2. Product  market definition  
4.2.1.  Refined fuel products  
(14) According to previous decisio ns, the market for refined fuel products can be divided 
into upstream (exploration and production of crude oil and natural gas) and 
downstream activities.8  
(15) Upstream activities include the exploration and production  of crude oil and natural 
gas. Downstream  activities encompass the marketing and distribution  of refined fuel 
products . In previous cases, the Commission consistently distinguished three 
different levels of distribution, two of which occur at the wholesale level (i.e. (i) ex -
refinery sales and (i i) non -retail sales)9 and a third which relates to retail sales (i.e. 
sales exclusively to end customers).  
(16) At the wholesale level , the primary level of distribution, ex -refinery sales, typically 
includes the supply to wholesalers, traders or the internal w holesale arm of the 
refiners. The second level of distribution, non-retail sales , encompasses the supply to 
independent resellers or retailers not integrated upstream and to large industrial and 
commercial consumers by secondary means of transport (e.g., t rucks). At the 
wholesale and non -retail sales level, separate markets have been defined by fuel type 
due to their different characteristics, use and purchasers. Accordingly, at least the 
following markets within the first and second level s of wholesale distribution can be 
distinguished: supply of (i) diesel, (ii) gasoline, (iii) LPG, (iv) heavy fuel oil and (v) 
light fuel oil.10 The ‘traditional’ fuel segments also include their biofuel variant  (e.g., 
the market segment for diesel also includes biodiesel, an d the market for LPG also 
includes bio LPG).11 
(17) The retail level  comprises sales of fuels to end customers. The motor fuel retail 
segment comprises sales through all service stations, branded and unbranded, and is 
not further divided by fuel type (such as di esel, gasoline or LPG). Although no 
demand -side substitutability exists between the different types of fuels (as customers 
must use the type of fuel appropriate to their vehicle), the Commission has 
considered different fuel types to form one market at the  retail level as they are 
                                                 
8  Case M.6286, Südzucker / ED&F Man, decision of 16 May 2012, para. 719.  
9  Case M.7311, MOL/Eni Ceska /Eni Romania/Eni Slovensko; Cases M.6801, Rosneft / TNK -BP, M.6463, 
Marquard & Bahls,  M.4348, PKN / Mazeikiu, para graph  7. 
10  Cases M.9626, PKN Orlen/Energa, para graph  36 et seq .; M.8601 – Greenergy / Inver, para graph  8. 
11  Bio LPG is chemically exactly the same as fossil LPG , and can be used as such in all existing LPG 
equipment and appliances . Cases M.4798 – BP / Associated British Foods / JV, para graph  24; M.6286 – 
Südzucker / ED&F Man, para graph  720. Also applicable at the retail level, see Case M.628 6, Südzucker / 
ED&F Man , paragraph  720 et seq .  
 
 
5 always available at the same point of sales and therefore substitutable from a supply -
side perspective.12 
(18) The Notifying Parties do not dispute the Commission’s previous findings with 
respect to these markets.13 
4.2.2.  RDME  
(19) As explained, rD ME is a novel technology and the Commission’s precedents have 
not considered the inclusion of such product in the above -mentioned product 
markets.  
(20) The Notifying Parties submit that rDME is not part of the refined fuel products 
market(s), and that it shoul d be considered as a separate product market  (and that, 
therefore, the Proposed Transaction does not give rise to any horizontal overlaps) . In 
particular, the Notifying Parties argue that there will be limited demand -side 
substitutability between tradition al refined oil products such as LPG and rDME, 
essentially due to the required equipment conversion costs (necessary to switch from 
LPG use to rDME use) and the premium price of sustainable fuels such as rDME as 
opposed to cheaper traditional products inclu ding fossil LPG.14  
(21) The results of the market investigation generally confirmed that rDME might 
constitute a separate product market from those of traditional fuels. In particular, the 
majority of competitors responding to the market investigation agreed th at rDME 
prices would , when it starts to be commercialised , be substantially higher than the 
prices for t raditional refined oil products, that LPG equipment would need 
adaptation to be used with pure rDME  (it is estimated that blended LPG with a 
maximum of 20% rDME would not entail the need to modify existing LPG 
equipment) ,15 and that current LPG producers would  not easily switch their 
production to rDME, given the “ different production technology and equipment 
required ”.16 
(22) Moreover, only a small minority of the respondents to the Commission’s market 
investigation (two competitors) indicated that the market for LPG and other refined 
oil products should encompass rDME , whilst the vast majority stated that rDME 
should form a separate market (e.g. “[…] the cos t of modifications to switch from 
LPG or blended LPG to pure rDME mean that LPG or blended LPG and pure 
rDME are not directly substitutable. This suggests that pure rDME would form a 
distinct segment of the market ”); or they could not ascertain the exact p roduct 
segmentation at this stage given the prospective nature of rDME  production in the 
                                                 
12  Cases M.5637 Motor Oil (Hellas) Corinth Refineries / Shell Overseas Holdings; M.5005 Galp Energia / 
Exxonmobil Iberia; M.1383 Exxon/Mobil.  
13  Form CO, section 6.1.  
14  Form CO, section 6.2.  
15  Respondents to the market investigation confirmed this (“ en mélange a priori ces produits ne nécessitent 
pas d’adaptation particulière ” or “early findings indicate that a blending of rDME/propane must occur in 
order for rDME to work with the equipment that is compatib le with propane ”, Responses to 
eQuestionnaire for competitors, q s. 8 and 10). 
16  Responses to eQuestionnaire for competitors, q. 11.  Also certain customers of the Parties pointed to this, 
whilst most were not able to respond given the prospective nature of  rDME (e.g.: “ Yes, we expect that 
rDME prices will, at least initially, be substantially higher than the prices for the traditional refined oil 
products ”), see Responses to eQuestionnaire for customers, q. 5.  
 
 
6 EEA (e.g. “ we do not possess enough data at this time to determine LPG and pure 
rDME are capable of being freely substituted for each other ”).17 
(23) In any event, the Commi ssion considers that , for the purposes of this decision,  the 
precise product market definition can be left open , as no competition concerns would 
arise under any plausible product market definition,  irrespective of whether the 
market is defined as encompas sing LPG , bio  LPG, blended LPG with rDME ,18 and 
rDME , or whether a separate market were to exist for rDME.  
4.3. Geographic market definition  
(24) With respect to geographic market definition, the Commission has assessed in 
previous decisions the potential geographic scope in the various product markets for 
refined fuel products . 
(25) Regarding upstream activities  (exploration and production  of crude oil and natural 
gas), while ultimately leaving the question open, the Commission has considered the 
mark et to be at least EEA -wide in scope.19  
(26) As regards the geographic scope of the various markets comprised under the 
downstream activities, the Commission  has considered that those markets usually 
have a national dimension.20 Whilst the Notifying Parties do not dispute the 
Commission’s previous findings on the geographic scope of such markets, the 
market investigation was inconclusive on this point. The majority of competitors that 
respond ed indicated  that most companies active  in the production of refined oil 
products, and particularly LPG, are typically present at an EEA-wide level.21 They 
further considered that if a potential market for rDME alone were to be delineated, 
this would also be wider than national in scope,22 wherea s most customers 
consider ed that it would likely be national.23 
(27) In any event, t he Commission considers that , for the purposes of this decision , the 
precise geographic market definition can be left open, as no competition concerns 
would arise under any plaus ible geographic market definition (even at a national 
level).  
                                                 
17  Responses to eQuestionnaire for competitors,  q. 8. Most customers replied that they could not ascertain 
whether these should be separate markets, two stated that rDME should not be part of the market for LPG 
and other refined oil products, and none replied that they should belong to the same market.  Moreover, the 
majority of customers replied that LPG and rDME are not substitute products or they can only be 
considered substitutable to a limited extent  (e.g.: “ Ces produits ne se substituent pas car l'utilisation du 
rDME nécessite obligatoirement avant  son utilisation une modification de l'équipement ”). See Respons es  
to eQuestionnaire for customers, qs. 6 and 8.  
18  Blended LPG (up to a 20% blend, see paragraph 21 above), is substitutable with fossil and bio LPG given 
that it can be used in all existing LPG equipment and appliances  without any adaptation costs, as 
confirmed by respondents to the Commission’s market investigation, see footnote 15 above.  
19  Case M.4545, Statoil / Hydro, para graph  9 et seq . 
20  Case M.8601 , Greenergy  / Inver, para graph  12. 
21  Responses to eQuestionnaire for competitors, qs. 14 and 17, and Responses to eQuestionnaire for 
customers, qs. 14 and 17.  
22  Responses to eQuestionnaire for competitors, q. 18.  
23  Responses to eQuestionnaire for customers, q. 18.  
 
 
7 5. COMPE TITIVE ASSE SSME N T 
(28) The Proposed Transaction  gives rise to a potential prospective  vertical link between 
the upstream market for  the production and commercialisation of rDME , in which 
the JV will be  active, and the downstream market s for the provision of fuel products, 
in particular LPG, where the Notifying Parties are active . Depending on the exact 
scope of the product market (i.e. if the traditional fuel markets were to also include 
rDME), a potential horizontal relationship may also arise.  
5.1. Vertically affected markets  
(29) As the Notifying Parties plan to use rDME to blend with LPG  (see paragraph (11) 
above) , this create s a potential vertical relationship in the future between the 
activities of the JV as a wholesale rDME supplier upstream and the Parties’ 
downstream activities as blenders of LPG.  
(30) In the absence of past or current  production and supplies of rDME or blended  LPG 
in the EEA , the Notifying Parties provided data projections for the 2022 -2026 period 
in, respectively, the markets for the supply of LPG, rDME and blended LPG. Based 
on these projections as well as the current plans of the Parties to potentially suppl y 
blended LPG in a number of EEA Member States, the following vertically affected 
markets were identified:   
(a) The ex-refinery sales  of rDME (upstream) and non-retail sales of LPG24 
(downstream) in Denmark,25 France26 and Ireland ;27 and,  
(b) The ex-refinery sales  of rDME (upstream) and retail sales of LPG28 
(downstream) in Austria,29 France30 and Ireland .31 
5.1.1.  No input foreclosure  
(31) The Notifying Parties submit that no input foreclosure concerns would arise as a 
result of the Proposed Transaction , as the JV will not be able to foreclose LPG 
competitors from purchasing rDME for blending or resale purposes, and neither will 
have the incentive to do so. In fact, the Notifying Parties claim that the JV will have  
a strong incentive to promote the uptake of rDME by the overall mark et, and it aims 
                                                 
24  Including both fossil  LPG, blended LPG with rDME,  and bio LPG (the latter constituting a [description of 
the bio LPG volumes sold by the Parties ] of the Parties’ LPG sales).  
25  Combined market shares downstream: [80-90]% from 2022 to 2026. rDME market share (upstream): 
Below 30% from 2022 to 2026.  
26  Combined market shares downstream: Below 30% from 2022 to 2026. rDME market share (upstream): 
Below 30% except [40-50]% in 2024.  
27  Combined market shares downstream: [50-60]% from 2022 to 2026 (UGI not present). rDME market 
share  (upstream): Below 30% from 2022 to 2026.  
28  See footnote 24. 
29  Combined market shares downstream: [60-70]% from 2022 to 2024, [60-70]% in 2025 and 2026; rDME 
market share (upstream): Below 30% from 2022 to 2026.  
30  Combined market shares downstream: [30-40]% from 2022 to 2026. rDME market share (upstream): 
Below 30% from 2022 to 2026.  
31  Combined market shares downstream: [30-40]% from 2022 to 2026. rDME market share (upstream): 
Below 30% from 2022 to 2026.  
 
 
8 at achieving a collective transition to rDME as alternative and renewable energy 
source. Any foreclosure strategy would negatively affect this collective transition.32 
(32) The Commission has found that n o input foreclosu re concerns are likely to  arise in 
the vertically affected markets for  the upstream ex -refinery sales of rDME, and 
downstream  sales of LPG (i) at non -retail level (Denmark, France and Ireland), and 
(ii) at retail level (Austria, France and Ireland)  since  the Notifying Parties and the JV 
will have no ability nor incentive to do so, once (and if) rDME becomes available in 
the EEA.  
(33) First , rDME input volumes will be negligible in the next years , due to rDME  
currently being in the  development stage in the EEA . Although some  LPG 
competit ors (and prospective rDME competitors) signalled that initially the 
availability of renewable products in the LPG industry may be indeed limited, and 
that it would therefore be important for the industry to be able to procure  rDME in 
order to develop and c ommercialise renewable products , there are a number of 
companies, beside s the JV, that are already developing or exploring future rDME 
production and supply.33  
(34) Second , even if blended LPG were to become an essential product in the future, both 
LPG as well as rDME are likely to be available from a number of different suppliers, 
as more competitors are expected to enter the market if rDME takes hold in the 
market.34 
(35) The market investigation confirmed that there is innovation developing and expected 
to develop around renewable energies, including rDME. For instance, one 
competitor  explained that in fact rDME is already being produced in the U.S. (“ it is 
important to note the rDME is already being produced. […] Oberon Fuels started 
producing rDME in the US on May  27, 2021 ”35). 
5.1.2.  No customer foreclosure  
(36) In terms of potential customer foreclosure, the Notifying Parties submit that they 
will not have the ability or incentive to foreclose upstream rDME rivals of the JV by 
restricting their access to a sufficient customer  base. W hile the Notifying Parties  
represent two potential customers for future rDME off -take, there would be a 
number of other potential customers for the JV’s competitors to supply their rDME 
                                                 
32  Form CO, paragraphs 139 -146. 
33  Response to eQuestionnaire for competitors, q s. 21 and 24, e.g. “ We are already producing rDME [in the 
U.S.]  and will continue to expand production over the next 3 -5 years ”, and “ we have invested in the 
production and commercialization of rDME, but we are not yet read y and able to commercialize the 
product ”. 
34  In terms of market shares, the Notifying Parties have provided forecasts for rDME sales until 2026, 
according to which : (i) The JV’s market share for ex -refinery sales of rDME at EEA level will be below 
30%, and (ii) the Parties’ combined market shares for non -retail and retail sales of rDME will be below 
30% in all EU countries in which they will be active . Only in the market for non -retail sales  of rDME in 
France in 2024 the Notifying P arties have estimated a  combined  market share above 30% ( [40-50]%), and  
in 2025 and 2026 the Notifying Parties expect that the share will fall below 30% as new players will enter 
this market . 
35  Response to eQuestionnaire for competitors, q. 26.  
 
 
9 to in the EEA  since, essentially, all players that are current ly active in the supply of 
LPG in the EEA are potential customers.36  
(37) The Commission has found that no customer foreclosure concerns are likely to arise 
in the vertically affected markets for  the upstream ex -refinery sales of rDME, and 
downstream  sales of L PG (i) at non -retail level (Denmark, France and Ireland), and 
(ii) at retail level (Austria, France and Ireland), since  the Notifying Parties and the 
JV will have no ability to do so, once (and if) rDME becomes available in the EEA.  
(38) The results of the market investigation confirmed this, with several companies 
explaining that , were the rDME market to take off in the coming years,  they would 
likely be interested in sourcing rDME in the future , e.g.: “ Ja, mindestens 30% Anteil 
ab Beginn, bis hin zur kompl ett Umstellung auf Basis des Preisniveaus ”, “our 
proposal would be to purchase a blended version 20% initally. Start date would be 
dependant on performance data ”, or “ dans le cas où nos fournisseurs adaptent leur 
outil de production et n'utilisent que du G PL mélangé alors nous achéterions du 
GPL mélangé qui contiendra un pourcentage de rDME ”.37 Such potential customers 
constitute a suffi ciently large customer base in both downstream markets (non -retail 
and retail supply of LPG).38 
5.2. Horizontally affected market s 
(39) The Proposed Transaction  would not give rise to any horizontally affected markets if 
rDME was considered as a separate market  from LPG . 
(40) Moreover, the JV will only sell rDME at the wholes ale level (“ex -refinery” sales), 
and t he Parties do not intend to be  active at this level of distribution  with rDME 
more than to an insignificant extent .39 The JV foresees an off -take agreement [details 
regarding the Parties’  commercialization of rDME and p lans how to use and market 
rDME ]. [Description of the situation in w hich a horizontal overlap could occur ], 
hence giving rise to a (limited) horizontal relationship, in terms of rDME , with the 
JV. However , this will remain [description of the  minor horizontal overlap ].40  
(41) Since rDME is a novel product that was not previously considered, the Commission 
has assessed  potential horizontal overlaps between the Parties and the JV based on a 
hypothetically wider product market, which would include both LPG and rDME. In 
such case, th e national markets mentioned in paragraph (30) above, namely 
Denmark, France and Ireland at non -retail level, and Austria, France and Ireland at 
retail level , would  be affected in the future . 
(42) Even in such a hypothetical overall market encompassing  the supply of  LPG and  
rDME in the future, the Notifying Parties claim that no competition concerns would 
arise as a result of the Proposed Transaction . This is because the incremental share 
contributed by the rDME activities of the JV in the affected markets would be 
                                                 
36  Form CO, paragraphs 147 -150. 
37  Response to eQuestionnaire for customers, q. 9.  
38  E.g. Dopgas, Propangas, Butagaz, Rubis, Flogas, and Viking Energie, with substantial market shares in all 
affected  downstream markets, which in some countries reach more than [50-60]%. 
39  The JV does not intend to sell rDME at non -retail or retail level, nor will it be active as supplier of LPG or 
blended LPG, Form CO paragraph 133.  
40  Form CO, paragraph 133.  
 
 
10 minimal, large LPG competitors will remain on the market, and significant 
innovation is taking place around renewable/alternative energy sources to LPG , 
which  will pose a significant constraint on LPG players  in the future .41 
(43) The Commission found that  in such hypothetical horizontally affected markets  
(including both LPG , bio LPG, blended LPG with rDME,  and rDME) , competition  
concerns are unlikely to arise.  
(44) First , given the negligible incremental share contributed by the rDME future 
activities  of the JV  in the affected markets (below [0-5]% in all cases,  and below [0-
5]% in most cases) , the Proposed Transaction  is unlikely to  allow the Parties to 
leverage such addition in order to increase their LPG or rDME prices and affect their 
incentives vis -a-vis their supply of LPG .  
(45) Second , the Parties will continue to face strong competition from other LPG players 
and new rDME producer s in the future, despite the addition of the rDME production 
of the JV into a hypothetical wider LPG market. If the Parties were to increase LPG 
prices, customers would easily switch their suppliers. In this sense, the majority of 
customers responding to t he market investigation confirmed that switching their 
LPG suppliers does not entail important costs and can be (or is) done frequently.42 
The results of the market investigation also did not indicate  any horizontal concerns  
that could arise  in a hypothetic al market for both LPG and rDME.  
6. CONCLUSION  
(46) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement .  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
 
                                                 
41  Form CO, paragraph 134 et seq . 
42  Response to eQuestionnaire for customers, q. 20.