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, 28.03.2019  
C(2019 ) 2564 final  
PUBLIC VERSION  
 
To the notifying parties  
Subject : Case M. 9317 — ArcelorMittal /CLN /Ilva SSCs  
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 21 February 2019, the European Commission received a notification of a 
proposed concentration (the ‘Transaction’) pursuant to Article 4 of Council 
Regulation  (EC) No 139/2004 by which ArcelorMittal SA (‘ArcelorMittal’) and 
Coils Lamiere Nastri SpA (‘CLN’) acquire joint control over Ilva’s steel service 
centres in Legarno and Paderno (the ‘Ilva SSCs’).3  
1. THE PARTIES  AND THE OPERATION  
(2) ArcelorMittal is a global steel and mining company, whose principal business is 
the production, distribution, marketing, and sale of steel products. It produces a 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty 
on the Fun ctioning 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 83, 05.03.2019 , p. 11. 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information omitted has been replaced by 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 range of steel semi -finished and finished products, including flat carbon steel 
products. It supplies steel for various applications including automotive, 
construction, household appliances, and packaging.  
(3) CLN is an Italian steel processing company, active in the (i) distribution of flat 
carbon steel products through steel service centres ( ‘SSCs ’) (the SSC Division); 
and (ii) production of steel automotive components and steel wheels for cars and 
commercial vehicles.  ArcelorMittal and CLN are referred to as the ‘Notifying 
Parties ’ or ‘Parties ’. 
(4) AMCLN is a full -function joint -venture jointly control led by ArcelorMittal and 
CLN. AMCLN carries out an activity of steel distribution through SSCs . The 
Commission cleared the creation of AMCLN i n the case M.7461 – AMDS 
Italia/ CLN /JV in 2015.  
(5) The Ilva SSCs are two flat carbon steel service centres located i n Italy.  
2. THE CONCENTRATION  
2.1. Background  
(6) The Commission approved ArcelorMittal’s proposed acquisition of Ilva S.p.A. 
and a number of its subsidiaries in the case M.8444 – ArcelorMittal/Ilva. The 
Commission’s approval was conditional upon ArcelorMittal divesti ng certain of 
its businesses, including […] SSCs of […].4  
(7) AMCLN is jointly controlled by ArcelorMittal and CLN .5 [Background of the 
transaction] . 
(8) While ArcelorMittal has sole control over the Ilva assets including the Ilva SSCs 
before the Transaction, it does not currently own the m but leases them  from the 
Ilva Group . [Details on the parties’ control structure] .  
(9) The acquisition  of the Ilva SSCs, among others, by ArcelorMittal under the said 
arrangements were cleared by the Commission in the case M.8444 – 
ArcelorMittal/Ilva.  
2.2. The operation and the concentration  
(10) [Background of the transaction] , ArcelorMittal and AMCLN have signed a letter 
of intent to transfer  the assets.  
(11) Based on this letter of intent, the operation is to take place in three steps. 
[Details on transaction structure] .6 [Details on transaction structure] . 
(12) [Details on transaction structure] . 
(13) [Details on transaction structure] . 
                                                 
4  [Background of the transaction] . 
5  M.7461 – AMDS Italia /CLN/JV.  
6  [Details on transaction structure] . 
 
 
3 Figure 1 – [Details on transaction structure]  
[…] 
 
(14) [Details on transaction structure] . 
Figure 2 – [Details on transaction structure]  
[…] 
 
(15) [Details on transaction structure] . 
(16) Therefore, the operation will, […] constitute a concentration. […].7 
(17) […]. 
(1) […]. 
(2) […]. 
(18) Nonetheless,  it is not necessary for the Commission to conclude on the matter 
for the purposes of the present decision. This is because the final stages of the 
operation ( [...]) would each constitute a concentration even if the intermediary 
step(s) before them would n ot take place.  
(19) The question whether […] is part of the same transaction with the latter stages 
of the operation or constitutes a concentration on its own is not relevant in this 
context. The question would be relevant if the Commission was called to asses s 
whether the concentration was implemented in contravention to the suspension 
obligation arising from Art icle 7 of the Merger Regulation. However, that is not 
the subject of the present decision , and […]. 
2.3. Full-functionality  
(20) The Ilva SSCs  each are full -functional and will continue  to operate on the 
market as a going concern business with their own resources.  
(21) First, they already operate as market -facing businesses with their own resources 
and staff. [Commercial information] .  
(22) Second, their activities will extend beyond one function of the parents. This is in 
line with the Commission’s decisional practice regarding full -functionality of 
AMCLN.8 In particular, the Ilva SSCs will both be active in the processing of 
steel as well as in the sale  and distribution thereof to third -party customers.  
(23) Third, the Ilva SSCs will deal with their parents at an arms’ length basis. 
[Commercial information] .  
                                                 
7  See the Commission Consolidated Jurisdictional Notice u nder Council Regulation (EC) 
No 139/2004 on the control of concentration between undertakings, OJ C 95, 16.4.2008, page 1, 
paragraph 18.  
8  M.7461 – AMDS Italia/CLN/JV.  
 
 
4 (24) Fourth, the Ilva SSCs will operate on a lasting basis  as part of AMCLN , 
intended to operate indefinit ely. 
3. UNION  DIMENSION  
(25) ArcelorMittal and CLN  have a combined aggregate world -wide turnover of 
more than EUR 5 000 million9. Each of them has a Union-wide turnover in 
excess of EUR 250 million, but they do not achieve more than two -thirds of 
their aggregate Union-wide turnover within one and the same Member State. 
The notified operation therefore has a Union dimension.  
4. COMPETITIVE ASSESSMEN T 
(26) In previous cases, the Commission has considered separate markets for the 
distribution of carbon steel products through SSCs, separate from ex -mill sales 
of steel and from distribution through stockholding centres (SCs) or oxy -cutting 
centres. While markets for ex -mill sales have been considered not wider than 
EEA, markets for distribution are national or at most cross -border regional.10 
(27) ArcelorMittal, CLN,  the Ilva SSCs and AMCLN are active in the distribution of 
carbon steel through SSCs. ArcelorMittal is also active upstream in the 
production and supply of carbon steel, while CLN is active downstream in the 
manufacturing o f automotive components and steel wheels.11 
4.1. Horizontal effects  
(28) The Ilva SSCs are predominantly active in Italy, where ArcelorMittal and CLN 
have no distribution activities other than those contributed in the AMCLN joint 
venture. The sales market share of th e Parties  (including AMCLN)  in Italy post -
Transaction amounts to [10-20]%, where the Ilva SSCs represent a  market share 
of <[0-5]%. While the Parties will remain the biggest player, there are numerous 
other distributors on the market (including Gabrielli with [10-20]% and 
Marcegaglia with [10-20]% market share).  
(29) In other countries, the Parties  (including AMCLN)  achieve the highest 
combined market share in Germany where the share reached [10-20]% and the 
Ilva SSCs account for less than < [0-5]%. 
(30) Therefore, there are no affected markets as the Parties’ combined market share 
under any plausible market definition would remain below 20 %. 
4.2. Vertical effects  
(31) Vertically affected markets arise between (i) ArcelorMittal’s upstream supply of 
flat carbon steel in the EEA, and (ii) the Parties’ distribution of flat carbon steel.  
                                                 
9  Turnover calculated in accordance with Article 5 of the Merge r Regulation .  
10  See for instance M.8444 – ArcelorMittal/Ilva . 
11  The Commission has considered the market for the production and supply of automotive 
components to be at least EEA -wide in the case M.7461 – AMDS Italia/CLN/JV . 
 
 
5 (32) ArcelorMittal is active upstream in the production and supply of flat c arbon 
steel with substantial sales market shares in hot-rolled ( [30-40]%), 
cold-rolled  ([30-40]%), galvanised ( [30-40]%), tinp late ( [30-40]%) and organic 
coated  ([30-40]%) flat carbon steel.  
(33) The Commission considers that the Transaction  is unlikely to give  rise to 
competition concerns related to vertical effects  because  ArcelorMittal is pre -
Transaction already exercising sole control over the Ilva SSCs, as assessed in 
M.8444 – ArcelorMittal /Ilva, and the vertical link between ArcelorMittal’s 
upstream produc tion and supply of flat carbon steel , and the downstream 
distribution of such steel through SSCs also exists  already  prior to the 
Transaction. At the downstream level, this applies to both the (i) Ilva SSCs 
solely controlled by ArcelorMittal and (ii) the S SCs currently operated by 
AMCLN over which ArcelorMittal has joint control with CLN.  
(34) In practice, the Transaction is de -concentrative in nature in that ArcelorMittal’s 
sole control o ver the Ilva SSCs is replaced with  joint control by ArcelorMittal 
and CLN.  Therefore, to the extent that there would have been any incentive for 
ArcelorMittal to engage in input foreclosure  prior to the Transaction , such 
incentive would diminish post-Transaction, as ArcelorMittal would suffer any 
upstream losses alone  while having to share the downstream gains from such 
foreclosure practices  with CLN . 
(35) CLN is active in the production and supply of steel automotive components and 
steel wheels , which is downstream of the activities of the Ilva SSCs . No affected 
markets ho wever arise as i ts sales market share in the EEA is below 10 % under 
any plausible market definition . [Commercial information] .  
5. CONCLUSION  
(36) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it com patible 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  
Member of the Commission