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, 10.12.2018  
C(2018 ) 8749 final  
 
 
To the notifying party  
 
  
Subject : Case M.9121 - MICHELIN / CAMSO  
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 5 November 2018, the European Commission received notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
the undertaking Canada Inc.,  a special purpose vehicle that has been 
incorporated in Canada and ultimately controlled by Compagnie Générale des 
Etablissements Michelin, together with its subsidiaries (" Michelin ") acquires, 
within the meaning of Article 3(1)(b) of the Merger Regulatio n, sole control 
over Camso Inc. (" Camso ") by way of a purchase of shares ("the Transaction").3 
Hereafter Michelin is referred to as "the Notifying Party". Michelin and Camso 
are collectively referred to as the "Parties".  
1. THE PARTIES  
(2) Michelin  is a manufacturer and distributor of tyres for cars, vans, trucks, buses, 
two-wheel non -motorised vehicles, two -wheel motorised vehicles, aircraft, 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of  'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 410, 13.11.2018, p. 6. 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information omitted has been replaced by ranges of figures 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.  PUBLIC VERSION  
 
2 subway trains and tramways, as well as tyres for industrial and agricultural 
vehicles. Michelin group is also act ive on the conveyor market.  
(3) Camso  is a Canadian manufacturer and distributor of pneumatic, airless and solid 
tyres, tracks, conversion track systems and OEM undercarriages, serving the 
industrial, agricultural and power -sport sectors. Camso operates on a g lobal basis.  
2. THE OPERATION AND THE  CONCENTRATION  
(4) The Parties signed a Share Purchase Agreement on 12 July 2018, pursuant to 
which the current shareholders of Camso  agree to sell all of the issued and 
outstanding equity of Camso to Michelin. Therefore, Cams o will be solely 
controlled by Michelin  pursuant to Article 3(1)(b) of the Merger Regulation . 
3. EU DIMENSION  
(5) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR  2 500 million (Michelin: EUR  21 960 million; Camso: 
EUR  830 million).4 In each of at least three Member States, the undertakings have 
a combined aggregate turnover of more than EUR 100 million  ([…]) and in each 
of at least three  of these  Member States, each of the undertakings has an 
aggregate turnover of more tha n EUR 25 million  ([…]). Finally, each of the 
undertakings has an EU -wide turnover in excess of  EUR 100 million ( Michelin: 
EUR  […]; Camso: EUR  […]). The notified operation therefore has a Union 
dimension within the meaning of Article 1(3) of the Merger Regu lation  
4. MARKET DEFINITION  
(6) Michelin 's and Camso 's activities horizontally overlap in the manufacture and 
supply of tyres for industrial vehicles  (hereafter " industrial tyres ").5 
(7) There is  also a vertical link between the Parties' activities  in the manufacture and 
supply of industrial tyres  (upstream market)  and Michelin's presence in the 
distribution of tyres, through its own integrated distributor, Euromaster 
(downstream market) . 
4.1. Product market definition  
4.1.1.  Supply of industrial tyres  
(8) In its p revious decisional practice, the Commission has considered that the 
industrial tyre market can be segmented along several dimensions . 
(9) First, t he Commission has typically distinguished between: (i) the sale of tyres to 
Original Equipment Manufacturers ("O EM") and (ii)  the sale of replacement tyres 
("RT").6  
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation and the Commission Consolidated 
Jurisdictional Notice (OJ C 95, 16.4.2008, p. 1) . 
5 Camso also produces tracks but Michelin does not manufacture tracks. On the other hand, Mich elin manufactures 
tyres for agricultural vehicles as well as retreaded tyres but Camso is not active in these areas.  
 
3 (10) Second, the Commission has also considered7 a possible segmentation on the 
basis of the composition and the construction technology. Considering the tyres' 
composition , a distinction can be made between solid and pneumatic  tyres . 
Pneumatic tyres can be further distinguished between bias and radial  tyres, 
according to the construction technology . In bias tyres, the cord plies overlap each 
other diagonally whereas radial tyres are tyres for  which the cord plies run like  
strings through the layers of rubber to give the rubber stability, and are aligned 
such that they run at 90 degrees to the direction of travel.   
(11) Finally, the Commission has considered whether it would be appropriate to 
separa te markets on the basis of the industrial vehicle on which the tyres are 
fitted, in particular, whether a distinction between forklifts and earthmoving 
vehicles and, within earthmoving vehicles, between loaders, graders, articulated 
dump trucks, rigid dump  trucks and cranes  is warranted .8 However, the market 
definition was ultimately left open.  
(12) The Notifying Party submits that, in addition to tyres for forklifts and 
earthmoving vehicles , the Parties manufacture a range of tyres that can be fitted 
on compact  equipment ("CE") vehicles9, and that these tyres are specifically 
designed for CE vehicles. Tyres for CE vehicles tend to differ in technology, size 
and weight from tyres designed for use in other types of vehicles and therefore 
would not fit under either  of the categories previously considered by the 
Commission (forklifts or earthmoving vehicles).  
(13) The Commission's investigation supports the view that, in general, tyres designed 
for different vehicle categories (forklifts, earthmoving and CE vehicles) are  not 
interchangeable due to different requirements in terms of size, durability, cut and 
heat resistance, traction, load index, etc.10 However, the extent to which tyres 
designed for a given vehicle category can be interchangeably used for all vehicles 
falling under the category is less clear. Some customers indicated that tyres 
designed for a category can be fitted on all vehicles belonging to that category 
while others noted that even within categories, vehicles may have different tyre 
requirements and thi s limits the substitutability between tyres designed for 
different vehicles.11 
(14) The Commission considers that the product market definition can be left open as 
the Transaction would  not raise competition concerns under any plausible market 
segmentation .  
                                                                                                                                                 
6  Case COMP/M.7864 – Trelleborg / CGS Holding  (2016), paragraph 10; Case COMP/M.7911 – CNCE / KM 
Group  (2016), paragraph 25; Case COMP/M.7 643 – CNRC / Pirelli  (2015), paragraph 23; Case COMP/M.3081 – 
Michelin / Viborg  (2003), paragraphs 8 -9. 
7  Case COMP/M.7864 – Trelleborg / CGS Holding  (2016), paragraphs 24 -28. 
8  Case COMP/M.7864 – Trelleborg / CGS Holding  (2016), paragraphs 19 -23. 
9 This vehicle category includes: backhoe, telehandler, skidsteer, wheeled excavator, mini dumper, compact wheel 
loader, rough terrain lift truck and mixer.  
10  Customers' questionnaire, Q3 and Competitors' questionnaire, Q3.  
11  Customers' questionnaire, Q4 and Competitors' questionnaire, Q4.  
 
4 4.1.2.  Distribution of industrial replacement tyres  
(15) In previous cases,12 the Commission  has considered that a separate market for the 
distribution/wholesale supply of replacement tyres exists. However, the 
Commission has also noted that tyre manufacturers often supply the repair  and 
maintenance service providers directly , in competition with the 
wholesaler s/distributors, and that therefore a single market including both 
wholesalers and direct supplies by manufacturers may be defined . The exact 
scope of the releva nt market was ultimately left open.  
(16) The market definition can be left open also for the purpose of this case as the 
Transaction does not raise competition concerns under either of the two possible 
market segmentations.  
4.2. Geographic market definition  
(17) In past decisions, the Commission has considered that the market for OEM tyres 
is at least EEA -wide13 whilst  the market for RT tyres supplied by manufacturers  
is generally national .14 
(18) In its decisional practice , the Commission has considered the market for the 
distribution of replacement tyres  by wholesalers  to be national in scope .15 
(19) The Notifying Party does not contest the geographic market definition s adopted 
by the Commission in previous cases and therefore these definitions  are retained 
for the purpose of this in vestigation .  
5. COMPETITIVE ASSESSMEN T 
5.1. Horizontal overlap  
(20) The Parties ' activities overlap  in the following markets:  
(a) Radial industrial tyres (and within this category, they only overlap in the 
supply of tyres for earthmoving vehicles) for both OEM and RT 
customers;16 
(b) Bias industrial tyres (and within this category, they only overlap in the 
supply of tyres to CE vehicles) for both OEM and RT customers.17 
                                                 
12  Case COMP/M.6063 – Itochu / Speedy (2011), paragraph 11; Case COMP/M.3081 – Michelin / Viborg (2003), 
paragraphs 8 -12. 
13  Case COMP/M.7643 – CNRC / Pirelli  (2015), paragraphs 31 -32; Case COMP/M.7864 – Trelleborg / CGS Hol ding 
(2016), paragraphs 29 -30. 
14  Case COMP/M.7643 – CNRC / Pirelli  (2015), paragraph 34 -36; Case COMP/M.7864 – Trelleborg / CGS Holding  
(2016), paragraphs 32 -37. 
15  Case COMP/M.6063 – Itochu / Speedy (2011), paragraphs 19 -20; Case COMP/M.3081 – Michelin /  Viborg (2003), 
paragraph 14.  
16  Should the earthmoving market be further segmented based on the specific type of vehicle on which the tyres are 
fitted, the Parties' activities would only overlap in the supply of tyres for 'loaders'.  
17  Should the CE marke t be further segmented based on the specific type of vehicle on which the tyres are fitted, the 
Parties' activities would overlap in the supply of tyres for 'backhoe', 'wheeled excavator', 'telehandler' and 'compact 
wheel loader'.  



 
8 premium supplier (Tier 1) while Camso is largely seen more  as a non -premium / 
low-price supplier (Tier 2 or Tier 3).24 One customer indicated that as a result of 
their different brand positioning " Michelin and Camso target different markets 
and different cus tomer groups ".25 When asked about the next best alternative to 
each of the Parties, the majority of the customers indicate d that if they were to 
switch away from  Michelin , they would most likely buy tyres  from  players other 
than Camso. Likewise, the majority of the customers indicate d that if they were to 
switch away from  Camso,  they would most likely buy tyres  from  players other 
than Michelin . 
(33) Second, like customers, competitors do not consider the Parties as close 
competitors. For bias tyres, Bridge stone and Continental are typically seen as 
Michelin's closest competitors whilst BKT, Alliance and Mitas are often 
mentioned as Camso' closest competitors. Similar to customers, competitors 
consider that the Parties have a different product offering and m arket positioning. 
For example, one competitor noted that " Michelin products are perceived as 
premium, Tier 1 in the market offer: higher quality with better performance than 
Camso products. Michelin also offers additional services like field engineering, 
field support at end -users or dealers, service solutions (repair, tire management 
software, TPMS (Tire Pressure Monitoring System), etc.) and other digital 
solutions. Camso does not offer such services or at least not to the same extent. "26 
Similarly, anoth er competitor explained that there is a difference between the 
Parties in terms of " price & quality…and also Brand name & market perception 
and Positioning ".27  
(34) Third, further support to the argument that the Parties do not closely compete 
comes from a pric e comparison analysis (submitted by the Parties) which shows 
that, for a number of bias tyres that can be fitted on CE vehicles, Michelin's prices 
are […]% higher than Camso's.  
(35) Fourth, the Commission notes that the Parties' have only two customers buying 
bias tyres in common. Neither of them expressed concerns about the competitive 
impact of the Transaction. One of them noted that while the Parties are important 
suppliers of bias tyres (especially for backhoe loaders) they " differ in their market 
positioni ng". The other customer said that it never switched from Michelin to 
Camso, nor vice versa, for any type of tyre and that it considers that the merger  
"will not have a material impact on competition " as the Parties have a 
complementary portfolio .  
(36) Finally,  the Parties' internal documents suggest that they typically monitor 
different sets of competitors. Camso mostly monitors […], but not Michelin. 
Michelin, instead, looks mostly at […], but not Camso.  
(37) When considering bias tyres for CE vehicles for RT custo mers , the Transaction 
would give rise to 8 affected (national) markets . Table 4 below shows the Parties' 
market share in each of the affected markets.  
                                                 
24 Competitors' questionnaire, Q5.1 . 
25 Competitors' questionnaire, Q5.  
26 Competi tors' questionnaire, Q7.3.  
27 Competitors' questionnaire, Q7.3.  

 
10 5.2. Vertical effects  
(40) To the extent that the distribution/wholesale supply of replacement tyres is 
considered a separate market from the direct supplies by manufacturers, the 
Transaction leads to a vertical r elationship  between the Parties as Michelin is 
active in the distribution of tyres, through its own  integrated distributor  
(Euromaster).  
(41) The vertical link is pre -existent. In some markets, the Transaction increases the 
Parties' market share upstream (see Section 5.1) but it does not materially alter the 
Parties' upstream market power and therefore its ability to (input) foreclose 
downstream competitors. This is because the Transaction either only marginally 
increases the Parties' market share in the upstre am market (in the supply of radial 
tyres, see Section 5.1.1) or does not strengthen their negotiating position as their 
products are not seen as close alternatives by customers (in the supply of bias 
tyres, see Section 5.1.2).   
(42) Nor is the Transaction like ly to materially increase the risk of customer 
foreclosure effects as Euromaster 's position in the distribution of industrial tyres 
is limited  (it is active in 11 Member States and its market share remains well 
below 20% in each of the m) and its position i s not strengthened by the 
Transaction as Camso does not operate as a distributor of industrial tyres . 
(43) In light of the above, the Commission considers that the Transaction does not give 
rise to vertical foreclosure concerns.  
5.3. Conglomerate effects  
(44) The Commission has considered whether the Parties, by combining their portfolio 
of industrial tyres, would  have the ability and incentives to leverage a  strong 
market position from one market to another by means of , for example,  tying or 
bundling .  
(45) First, neither of the Parties alone or the two combined appear to have a significant 
degree of market power in any of the industrial tyre markets where they are 
active. The Parties' largest combined market share is in the supply of bias tyres 
for CE vehicles ( [40-50]%). However, even in this market, the merger does not 
significantly strengthen the Parties' market power as they do not compete closely 
(see paragraphs (30) and (33)). 
(46) Second, a number of strong competitors such as, for example, BKT, Alliance, 
Trelleborg and Goodyear, are active across the entire range of industrial tyres  
(including radial and bias) and have a portfolio of products comparable to that of 
the merged entity post -Transaction. Some of these competitors (e.g. Trelleborg 
and BKT) also supply solid tyres as does  Camso.  
(47) Finally, while some customers buy a wide rang e of tyres encompassing both 
radial and bias tyres for various vehicles categories, others are more specialised in 
some types of vehicles and only purchase a limited range of tyres . The demand of 
the latter would not be affected by bundling or tying strate gies. 
(48) In view of the above, the Commission considers that the Transaction does not 
give rise to conglomerate effects.  
 
11 6. CONCLUSION  
(49) 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  
Member of the Commission