Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brusse l,  BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu . 
  EUROPEAN COMMISSION  
Brussels, 16.7.2021  
C(2021 ) 5456 final  
PUBLIC VERSION  
 
Ardian France SA  
20, P lace Vendôme  
75001 Paris  
France  
Subject : Case M.10263 – ARDIAN / DELI HOME  
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 16 June 2021 , the European Commission  (‘the Commission’)  received 
notification of a concentration pursuant to Article 4 of Regulation (EC) No 139/2004 
(‘the Merger Regulation ’), which  would result from a proposed transaction by which 
Ardian France SA (‘Ardian’  or ‘the Notifying Party’ ) intends to acquire sole control , 
within the meaning of Article 3(1)(b) of the Merger Regulation,  over the wh ole of  
Deli Home Holding B.V. (‘Deli Home’ or ‘the Target’) by way of a purchase of 
shares ( ‘the Transaction’).  In this Decision, Ardian and Deli Home  are referred to  as 
‘the Parties '. The undertaking that would result from the Transaction is referred to as 
‘the merged entity’.  
                                                 
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 ”) 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 Agree ment”).  
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information omitted has been replaced by 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 1. THE  PARTIE S  
(2) Ardian , headquartered in Paris, France,  is an international private equity asset 
management company that is fully owned by the Ardian Group (formerly  known as 
AXA Private Equity Group).  
(3) Deli Home , headquarte red in Gorinchem, the Netherlands , supplies timber -based 
home improvement products to retailers, builders’ merchants and online markets. 
Deli Home has production facilities in the Nether lands, Pola nd and Czechia. 
Deli Home is active in 20 countries with over 1  250 employees.  
2. THE  CONCE NTRATION  
(4) On 2 April 2021, the Parties entered into a share purchase agreement by which 
Ardian is to  acquire sole control over Deli Home, which is , at present , solely 
controlled by NPM Capital, a private equity fund indirectly controlled by SHV.  The 
purchase price amount s to an equity value of EUR […] million . 
(5) After the Transaction, Ardian will hold […]% of Deli Home’s shares while  
Deli Home’s management will hold the remaining […]%. The minority shares that 
management will hold after the Transaction will not lead to any control rights, and 
only entitle management to typical minority protection rights. Therefore, after the 
Transaction, Ar dian will have sole control over Deli Home.  
(6) It follows that the Transaction would result in a concentration within the meaning of 
Article 3(1)(b) of the Merger Regulation . 
3. UNION  DIME NSION  
(7) The Parties have a combined aggregate worldwide turnover of more tha n EUR 5  000 
million (Ardian: EUR […] billion and Deli Home: EUR […] million). Each of them 
has a U nion-wide turnover in excess of EUR 250 million (Ardian EUR […] billion 
and Deli Home EUR […] million) . Neither of the Parties  achieve s more than two -
thirds o f their aggregate U nion-wide turnover within one and the same Member 
State.  
(8) The concentration  has, therefore,  a EU dimension within the meaning of Article 1(2) 
of the Merger Regulation .  
4. MARKE T DE FINITION  
4.1. Activities of the Parties  
(9) The Transaction does not give rise to any horizon tal overlap, as Ardian and 
Deli Home are not active in the same markets.  
(10) Ardian jointly controls – together with Go ldentree Asset Management LP – the 
Maxeda Group (‘ Maxeda’). Maxeda is active  on the downstream markets for the 
 
3 retail sales of do-it-yourself (‘DIY’) products3 to n on-professional customers 
(i.e. consumers) via its DIY stores. Maxeda operates under the brands ‘Brico ’ and 
‘Brico Planit ’ in Belgium and Luxemburg, and under the brand ‘Praxis ’ in the 
Netherlands.  Maxed a has 345 DIY stores in Belgium, Luxembourg and the 
Netherlands.  
(11) Deli Home is active in the supply of wood -based products to retailers (including 
DIY stores in Belgium and in the Netherlands ) and to wholesale customers including 
general builders’ merchants  and to a limited extent construction and renovation 
companies .4 Deli Home is, therefore, active in a number of upstream markets in 
respect of which Ardian is – through Maxeda – active downstream.  
(12) Accordingly, the Transaction does give rise to vertical re lationships in Belgium and 
in the Netherlands between the activities of Deli Home and those of Maxeda.  
4.2. Product market definition  
4.2.1.  Introduction  
(13) Section 4.2.2  will outline the product market definitions linked to the step of the DIY 
value chain  that relates t o the production level  (namely the  upstream markets),  where 
manufacturers produce building materials and  DIY products, which are sold to 
wholesalers and/or retailers . Deli Home both produces and wholesales certain DIY 
products, namely:  (i) floors and flooring materials,  (ii) timber construction materials , 
(iii) doors , (iv) storage furniture , and (v) insect screens . 
(14) Section 4.2. 3 will outline the product market definition linked to the step in the value 
chain , namely  the retail level where DIY  retailers  sell DIY products to end 
customers ( that is  downstream market s). Maxeda is active in the downstream market 
for the retail sale of DIY products to non -professional customers.  
4.2.2.  Wholesale sales to retailers (upstream markets)  
(15) Deli Home is active in the upstr eam markets for the supply to retailers  (including 
DIY retailers  such as Maxeda)  of (i) floors and flooring materials , (ii) timber 
construction materials , (iii) doors , (iv) storage furniture , and (v) insect screens.  
4.2.2.1.  The Commission’s past practice  
(16) In CVC/Dankse Traelast , the Commission considered  the segmentation of the  
wholesale distribution of building materials by product category , such as, for 
example, timber, insulation, watering equipment, pipes and fittings, plumbing 
products etc.5 In Sonae Indu stria/Hornitex , 6 the Commission considered specifically 
markets in the wood -based industry .  
                                                 
3  DIY products include, e.g., products for home and garden, including ironware and tools, decorative 
products, electrical goods and lighting, sanitary equipment, tools, building material, carpentry and 
gardening products.  
4  Deli Home has also lim ited number of online sales to downstream customers. In 2020, these sales 
amounted to approximately [0-10]% of Deli Home’s revenues  (see Form CO, paragraph 85).  
5  M.3142 – CVC/DANKSE TRAELAST.  
6  M.4165 – Sonae Industria/Hornitex, paragraph 6.  
 
4 (17) With respect to floors and flooring materials , in previous decisions the 
Commission considered  that flooring and flooring materials constitute  a distinct 
market from other building materials.7 The Commission also considered a further 
distinction by the type of floor (e.g. laminate, wo od, PVC, etc.) and potential 
sub-segmentations thereof (e.g. laminate used for private or for commercial 
building s), but it ultimatel y left open the exact definition of th is product market.8 
(18) With respect to timber construction materials , in previous decision s,9 the 
Commission considered that timber materials such as plywood, hardboard, raw 
particleboards and coated particleboards, decorative laminates and wood -based panel 
components for the furniture and construction industry are likely to belong to 
separate pro duct markets. Ultimately, the Commission left open the exact definition 
of this product market .  
(19) In Mohawk Industries/International Flooring Systems , the Commission considered 
in details  wood products made from compressed wood fibres  (also known as 
fibrebo ards)  and identified a number of possible sub -segmentations, including for 
example the distinction between Medium Density Fibreboard ( ‘MDF ’) and High 
Density Fibreboard ( ‘HDF ’), and between d ifferent sizes of MDF . Ultimately, the 
Commission left the exact definition of the product market s open.   
(20) With respect to doors , storage furniture,  and insect screens  no meaningful 
Commission’s decision is available.  
4.2.2.2.  The Notifying Party’s view  
(21) The Notifying Party  submits that  the relevant product markets are to be defined 
according to product categories  of (i) floors and flooring materials, (ii) timber 
construction materials, (iii) doors, (iv) storage furniture, and (v) insect screens , 
without any further distinction of  narrow er segments  due to the high degree of 
demand -side and supply -side substitutability. 10   
(22) For floors, timber construction materials and doors , however, t he Notifying Party 
distinguishes further hypothetical segmentations  as follows :  
(a) for floors and flooring materials : (i) wooden floors, (ii) laminate floors and 
(iii) vinyl (PVC) floors;11  
(b) for timber construction materials: (i) wood -based boards, (ii) wood -based 
panel components for the furn iture and construction industry and (iii)  other 
wood/timber constructi on materials . With respect to wood -based boards and 
panels, a further sub -segmentation is considered, according to: particleboard, 
MDF and HDF, OSB, e. Hardboard; f. Softboard; and g. Sawn soft wood .12 
                                                 
7  See for example: M.2051 – Nordic Capital/HIAG/Nybron/Ba uwerk; M.4048 – Sonae 
Indústria/Tarkett/JV ; M.7529 – Mohawk Industries/International Flooring Systems . 
8  M.1253  – Paribas/JDC Sarl/GERFLOR ; M.2051 – Nordic Capital/HIAG/Nybron/Bauwerk ; M.7529 – 
Mohawk Industries/International Flooring Systems . 
9  M.4165 – Sonae Industria/Hornitex; M.7529 – Mohawk Industries/International Flooring Systems . 
10  Form CO, paragraphs 130, 146, 163, 174, 197 and 210.  
11  Form CO, paragraph 147.  
12  Form CO, para graphs 168 -169. 
 
5 4.2.2.3.  The Commission’s assessment  
(23) The Commission agrees with the Notifying Party that, in line with the Commission’s 
past practice, each of the product categories referred to in Section 4.2.2  likely 
constitutes separate  product market s.  
(24) Moreover, t he results of the market investigation su ggest that further segmentations 
might be relevant for the present case. Further d istinctions , as indicated by certain 
market participants , may be based on  (i) the intended use of the product  (for 
example, for doors, the distinction is between external or internal use) ; (ii) the 
material used; (iii) the sale channel  (i.e. if it is intended to be sold through DIY 
stores or through builders ’ merchants ); and (iv) whether the products are sold 
branded or unbranded .13  
(25) The relevance of t he segmentation s outlined in paragraph 24 seems  to be  further  
corroborated by a n internal document of Deli Home , produced in its ordinary course 
of business.14 For each of the product category that it sells, Deli Home distinguishes 
between sale channels (that is to say if it is sold  to DIY retailers, to builder 
merchants, or directly to professional customers) and if the product is sold as 
branded or as unbranded. While distinction s among intended uses and material used 
are also adopted , these segmentations would typically depend on each product 
category . By way of an example, doors are sub-divided into internal and external , 
but no distinction is made according to the material  used to manufacture them.  
Conversely , floors and flooring materials are distinguished by material , but not  by 
intended use.  
(26) In any event, based on the results of the market investigation, the Commission 
considers that alternative  segmentation s of the markets for w holesale sales to 
retailers does not affect the outcome of the competitive assessment of the 
Transa ction. Therefore, for the purpose s of this Decision, the exact product 
definition of this market may  be left open . 
4.2.3.  Retail sale to non -professional customers through DIY stores ( downstream markets)  
4.2.3.1.  The Commission’s past practice  
(27) In previous decisions,15 the Commission considered that the downstream markets for 
the retail sale of building materials can be distinguishe d according to the sale 
channel through which products are sold, namely:  (i) retail sales to professional 
customers (primarily through build ers’ merchant s); and (ii) retail sale to 
non-professional customers (primarily through DIY stores).  
(28) First, with respect to (i ), the Commission considered in previous decisions a further 
segmentation between specialist and generalist retailers.16 
(29) Second, with respect to  (ii), the Commission considered in previous decisions the 
markets for the  distribution of DIY and home improvement products  to 
                                                 
13  Replies to Q2 - questionnaire to competitors, question s 6-6.2. 
14  Form CO, Annex 16.  
15  See for example, M.9406 – Lone Star – Stark Group/ Saint -Gobain BDD; M.7703 – PontMeyer/DBS ; 
M.3943 Saint Gobain/BPB ; M.3407 – Saint Gobain/Dahl; and M.3142 – CVC/Danske Traelast . 
16  Case COMP/M.7703 – Pontmeyer/DBS, Commission d ecision of 20 August 2015, paragraph  9. 
 
6 non-professional customers, and identified sub -segmentation by product groups, 
including the specific product group of building materials. 17 
(30) With particular regard to building materials, the Commission previously  considered 
that, while most building materials are sold by generalists and DIY stores, each 
product serves a specific purpose and is not substitutable with oth er building 
materials.18 Therefore, while leaving the exact definition open, the Commission  
considered plausible relevant markets according to the product categories of building 
materials .  
(31) The Commission also previously considered a  segmentation according to distinct 
sale channels and type s of store s, namely: (i) large DIY stores ; (ii) large food stores ; 
(iii) retailers specialised in one type of products; and (iv) convenience  stores.19 
4.2.3.2.  The Notifying Party’s view  
(32) The Notifying Party submits  that, contrarily to the Commission’s past practice,  the 
relevant product market should be limited to  the retail sales of building materials and 
DIY products  and that no further segmentations of  that market would be relevant or 
necessary .20  
(33) More particularly, the Notifying Party  argues that, for example, a distinction  by 
product type or material  is not relevant  because  from a demand -side perspective 
most customers purchase a variety of DIY products and , from a supply -side 
perspective,  most retailers offer a variety of DIY pr oducts.  The Notifying Party also 
argues that a distinction by  sale channels  (i.e. sales to non -professional customers via 
DIY stores and sales to professional customers via builders ’ merchants ) would not 
be appropriate  because  there is an ongoing convergence of traditional retailers and 
wholesalers to sell to both professional and non -professional customers.  Ultimately, 
the Notifying Party considers that if segmentations were to be considered, the 
narrowest relevant market would be the market for r etail sales of DIY products to 
non-professional customers via DIY stores.  
4.2.3.3.  The Commission’s assessment  
(34) The Commission considers that, consistently with  its past practice , plausible relevant 
product markets should be defined according to sale channels ( namely by  
distinguishing between sales made through DIY stores and those made through 
builders’  merchants). Furthermore, within the market for r etail sale s to 
non-professional customers through DIY stores , a further distinction  according to 
product categor ies might be relevant . 
(35) First, the results of the market investigation largely supports the  distinction between  
retail sales to professional customers (primarily through builders’ merchants) and 
retail sales to non -profession customers (primarily through DI Y shops and online 
                                                 
17 M.7283 – Kingfisher/Mr Bricolage , paragraphs 13 -14; M.2898 – Leroy Merlin/Brico, paragraph 9.  
18  See for example: M.3943 Saint Gobain/BPB , paragraph 17; M.8733 Lone Star/Stark , Section 4.2.5;  
19  M.7283 Kingfisher /Mr Bricolage, paragraph 14. Translated from French language. The o riginal text reads: 
(i) grandes surfaces de bricolage (« GSB »), (ii) grandes surfaces alimentaires (« GSA »), (iii) magasins 
spécialisés  dans un seul type de produit, et (iv) magasins de proximité  ». 
20  Form CO, paragraph 131.  
 
7 sales) .21 The Notifying Party has not provided , in this respect , any evidence that 
current market conditions should differ compared to the market conditions prevailing 
at the time of the Commission’s decisions described in Section 4.2.3.1 . Further , the 
Notifying Party has not provide d market shares aggregated for both DIY stores and 
builders merchants. This suggests that , in the ir ordinary course of business, the 
Parties consider the distinction between sale channels to be  relevant.  
(36) Second , regarding a possible segmentation by product  categories, the market 
investigation confirmed that certain distinctions by categories and, with in each 
category, by intended use, material use d, etc. might  be relevant in the present case.22 
Furthermore, and as a matter of reasoning, the Commission recalls that according to 
the Commission’s Notice on the definition of relevant markets,23 supply -side 
substitutability implies that “suppliers are able to switch production to the relevant 
products and market them in the short term without incurring significant costs or 
risks in response to small and permanent changes in relative prices” . Therefore, 
contrar ily to what the Notifying Party argues, the mere fact that most DIY stores 
offer a wide range of products does not necessarily imply supply -side substitutability 
to the extent that all the products they sell belong to the same product market.  
(37) In any event , based on the results of the market investigation, the Commission 
considers that  alternative segmentation s of the markets for retail sale to 
non-professional customers through DIY stores does not affect the outcome of the 
competitive assessment of the Transaction . Therefore, for the purposes of this 
Decision, the exact product definition of this market may  be left open . 
4.3. Geographic market definition  
4.3.1.  Wholesale sales to retailers (upstream markets)  
4.3.1.1.  The Commission’s past practice  
(38) In Pontmeyer/DBS , the Commi ssion considered that the  upstream market for 
wholesale sales to retailers are predominantly nationa l.24 In CVC/Fankse Traelast,  
the Commission has also considered the wholesale of building materials (for all 
products)  to be at least national but possibly w ider, including certain neighbouring 
countries.25 
(39) With respect to  the supply  of floors and flooring materials  to retailers , the 
Commission considered the relevant geographic market for all types of flooring to be 
at least EEA -wide in scope, but left open the exact definition of the  market.26 
(40) With respect to the supply  of timber construction materials  to retailers , the 
Commission considered that the geographic markets for the various timber 
                                                 
21  Replies to Q1 - questionnaire to customers, question 7; Replies to Q2 - questionnaire to competitors, 
question  7. 
22  Replies to Q1 - questionnaire to customers, question 6.  
23  Commission Notice on the definition of relevant market for the purposes of Community competition law, 
paragraph 20.  
24  M.7703 – Pontmeyer/DBS, para graph s 17 – 22. 
25  M.3142 – CVC/Dankse Traelast, paragraphs 14-15. 
26  M.4525 – Kronospan/Constantia, paragraphs 36 -37; M.6871 – Mohawk Industries/Spano Invest, 
paragraphs 49 –50; M.4048 Sonae Industria/Tarkett/JV, paragraphs 17 – 18. 
 
8 construction materials were wider than national and at least cross -border regional. 
Regional markets that the Commission previously considered were circular 
catchment areas drawn with a radius of at least 500 km around a production 
facility.27 Other regional markets were considered for a travel range of 500 and 
1,000  km fro m a facility.28 Ultimately, the Commission left the exact definition of 
the relevant geographic  markets open.  
(41) With respect to  the supply  of doors , storage furniture, and insect screens  to 
retailers, no meaningful Commission’s decision is available.  
4.3.1.2.  The Notifying Party’s view  
(42) The Notifying Party  submit s that for the supply of various products to retailers  the 
geographic scope of the market is wider than national.29  
(43) With respect to  the supply  of floors and flooring materials  to retailers , the 
Notifying Party submit s that the relevant market is at least EEA -wide in scope.30 
(44) With respect to  the supply  of timber construction materials  to retailers , the 
Notifying Party submit s that the relevant market is at least EEA -wide in scope.31 
(45) With respect to  the supply  of doors ,32 storage furniture,33 and insect screens34 to 
retailers,  the Parties submit that the relevant markets are at least EEA -wide in scope.  
4.3.1.3.  The Commission’s assessment  
(46) With respect to the supply  of floors and flooring materials  to retailers , while 
a number  of respondents to the market investigation  indicated that the markets are 
national or global in scope, the majority of respondents considers that the markets 
are EEA -wide in scope.35  
(47) With respect to the supply  of timber construction materials  to retailers , while 
a number of respondents to the market investigation  indicated that the markets are 
national or global in scope, t he majority of respondents considers that the markets 
are EEA -wide in scope.36  
(48) With respect to the supply of doors  to retailers , while a number of respondents to the 
market investigation  indicated that the markets are in scope , the majority of 
respondents considers that the markets are national in scope  for both interior and 
                                                 
27  M.7529 – Mohawk Industries/International Flooring Systems, paras. 61 – 65. 
28  M.4165 – Sonae Industria/Hornitex, paragraphs 6 – 11. 
29  Form CO, paragraph 130.  
30  Form CO, paragraph 148.  
31  Form CO, paragraph 170.  
32  Form CO, paragraph 185.  
33  Form CO, paragraph 200.  
34  Form CO, paragraph 212.  
35  Replies to Q1 - questionnaire to cust omers, questions 8 and 8.1; Replies to Q2 - questionnaire to 
competitors, questions 9 and 9.1.  
36  Replies to Q1 - questionnaire to customers, questions 8 and 8.1; Replies to Q2 - questionnaire to 
competitors, questions 9 and 9.1.  
 
9 exterior doors .37 This reflects the national character of t rade standards for the 
installation of doors, which has consistently emerged over the course of the market 
investigation .38  
(49) With respect to the supply of storage furniture  to retailers , while the majority of 
Deli Home’s customers who  responded  to the market investigation  stated  that the 
markets are EEA-wide in scope, t he majority of competitors indicates that they 
mostly sell their products in the country of manufacture .39  
(50) With respect to the supply of insect screens  to retailers,  while a number  of 
respondents to the market investigation  indicated that the markets are national or 
global in scope, t he majority of respondents considers that the markets are EEA -wide 
in scope.40  
(51) In any event, based on the results of the market investigation, the Comm ission 
considers that  the exact  geographic market definition of the markets for w holesale 
sales to retailers do not affect the outcome of the competitive assessment of the 
Transaction . Therefore, for the purposes of this Decision, the exact geographic  
definition of these markets may  be left open . 
4.3.2.  Retail sale to non -professional customers through DIY stores (downstream markets ) 
4.3.2.1.  The Commission’s past practice  
(52) In Wolseley/Pinault Bois & Materiaux , the Commission considered local markets for 
the retail dis tribution of DIY products via DIY stores .41  
(53) In particular,  in Pontmeyer/DBS , the Commission considered local markets as 
corresponding to the catchment area with a radius of 30 km from a store’s location.42 
4.3.2.2.  The Notifying Party’s view  
(54) The Notifying Party subm its that the geographic scope of t he relevant downstream 
markets  for the retail sale to retailers (such as DIY stores) or to wholesalers should 
be national  for the following reasons:43 (i) lack of horizontal overlaps between the 
activities of Deli Home and those of Maxeda;  (ii) v arious catchment areas work as 
a chain of substitution from a supply side perspective; (iii) p resence of central 
procurement, pricing and offers among DIY retailers like Maxeda; and (iv) 
franchisees are subject to central procurement  and pricing .  
                                                 
37  Replies to Q1 - questio nnaire to customers, questions 8 and 8.1; Replies to Q2 - questionnaire to 
competitors, questions 9 and 9.1.  
38  Non-confidential minutes of a call with a market participant, 10 June 2021; Non -confidential minutes of a 
call with a market participant, 26 May  2021.   
39  Replies to Q1 - questionnaire to customers, questions 8 and 8.1; Replies to Q2 - questionnaire to 
competitors, questions 9 and 9.1.  
40  Replies to Q1 - questionnaire to customers, questions 8 and 8.1; Replies to Q2 - questionnaire to 
competitors , questions 9 and 9.1.  
41  M.3184 – Wolseley/Pinault Bois & Materiaux, paragraph 22.  
42  M.7703 – Pontmeyer/DBS, paragraph 21 . 
43  Form CO, paragraph 133.  
 
10 4.3.2.3.  The Commission’s assessment  
(55) With respect to the r etail sale to non -professional customers through DIY store s, 
a number of respondents submit that these markets are local in scope ( namely , with 
a 30 km radius from the store), whereas others c onsider them to be national.44  
(56) In any event, based on the results of the market investigation, the Commission 
considers that  the exact  geographic market definition  for the markets for retail sale to 
non-professional customers through DIY stores  do not affe ct the outcome of the 
competitive assessment of the Transaction . Therefore, for the purposes of this 
Decision, the exact geographic  definition of these markets may  be left open . 
4.4. Conclusions on relevant markets  
(57) In conclusion, the Commission consi ders that, for the purposes of this Decision , it is 
appropriate to assess the following markets : 
(a) For the upstream markets: the markets for the w holesale sales to retailers  of 
each of : (i) floors and flooring materials, (ii) timber construction materials, 
(iii) doors, (iv) storage furniture, and (v) insect screens . Each of these 
plausible product markets might be further segmented according to : (i) the 
intended use of the product (for e xample, for doors, the distinction is between 
external or internal use); (ii) the material used; (iii) the sale channel (i.e. if it 
is intended to be sold through DIY stores or through builders’ merchants); 
and (iv) whether the products are sold branded or  unbranded . The plausible 
geographic scope for each of these product ma rkets is likely national or 
EEA-wide.  
(b) For the downstream markets:  the market for the r etail sale to 
non-professional customers through DIY stores , which can be further 
segmented accordi ng to the product categories. The plausible geographic 
scope for each of these product markets is likely national  or local with a 
catchment area’s radius of 30 km from a store’s location . 
5. COMPE TITIVE ASSE SSME N T 
5.1. Legal framework of the assessment  
(58) Pursuant to  Article 2(2) and (3) 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 streng thening of a dominant position. In this respect, a merger can 
entail  horizontal and/or non -horizontal effects.  
(59) As explained in paragraph s (10)-(11), the Transaction gives rise to a vertical relation 
between Deli  Home ’s supply and Ardian’s sales – through Maxeda  – of  (i) floors 
and flooring materials, (ii) timber construction ma terials, (iii) doors, (iv) storage 
furniture, and (v) insect screens . For th is reason, in the context of the competitive 
                                                 
44  Replies to Q1 - questionnaire to customers, questions 10 and 11; Replies to Q2 - questionnaire to 
competitors, questions 10 and 11.  
 
11 assessment of the Transaction, the Commission has to analyse potential non -
horizontal effects.  
(60) Non-horizontal effects arise when the pa rties to a concentration operate in different 
levels of the supply chain in certain relevant markets (vertical effects). The 
Commission appraises non -horizontal effects in accordance with the guidance set out 
in the Non -Horizontal Merger Guidelines.45 
(61) The Non-Horizontal Merger Guidelines distinguish es between two main ways in 
which mergers between actual or potential competitors on the same relevant market 
may significantly impede effective competition, namely non-coordinated  and 
coordinated effects.  
(62) In non -horizontal mergers, non -coordinated effects may arise when the concentration 
gives rise to foreclosure. In vertical mergers, foreclosure can take the form of input 
foreclosure, where the merger is likely to raise costs of downstream rivals by 
restricting their access to an important input; and/or the form of customer 
foreclosure, where the merger is likely to foreclose upstream rivals by restricting 
their access to a sufficient customer base.46   
(63) In assessing the likelihood of an anticompetitive foreclosure  scenario, the 
Commission examines whether the merged entity would have post -transaction the 
ability to foreclose access to either inputs or customers, whether the merged entity 
would have the incentives to do so and whether such foreclosure strategy would  have 
a detrimental effect on competition.47  
(64) Based thereupon, the Commission will analyse the vertical relationship arising from 
the Transaction in order to assess whether the merged entity would ha ve the ability 
and the incentives to engage in the input f oreclosure strategy , and if such 
a foreclosure strategy would impede effective competition in the EEA or parts 
thereof.  
5.2. The Parties’ m arket shares  are low to moderate, with the exception of certain 
market segments  
5.2.1.  Deli Home’s market shares (upstream)  
(65) The N otifying Party provided estimates of Deli Home’s market shares of the 
plausible relevant markets .48 Table 1 reports Deli Home’s  market shares for the 
wider ( namely  at the  level of product category  for the EEA, for Belgium and for the 
Netherlands ) and for the narrowest plausible relevant markets  (wher e market shares 
are the highest) . 
                                                 
45  Guidelines on the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings (OJ C 265, 18.10.2008, p. 6).  
46  Non-Horizontal Merger Guidelines, para 30.  
47  Non-Horizontal Merger Guidelines, para 30.  
48  Form CO, Annex 16.  
 
12 Table 1 - Deli Home’s 2020 market shares in the wider and in the narrowest plausible 
relevant product markets49 
Product 
category  Deli Home’s market share  Narrowest plausible 
market  Deli 
Home’s 
market 
share  EEA  BE NL 
Floors and 
flooring 
materials  <[0-5]% NA [0-5]% Branded stairs sold to 
DIY retailers in the 
Netherlands  [10-20]% 
Timber 
construction 
materials  <[0-5]% [0-5]% [0-5]% Branded mouldings sold 
to DIY retailers in the 
Netherlands  [60-70]% 
Doors <[0-5]% [0-5]% [10-20]% Branded interior doors 
sold to DIY retailers in 
the Netherlands  [90-100]% 
Storage 
furniture  <[0-5]% [0-5]% [10-20]%50 Branded self -assembly 
storage furniture sold to 
DIY retailers in the 
Netherlands  [70-80]% 
Insect screens  [0-5]% [10-20]%  [20-30]% Branded insect screens 
sold to DIY retailers in 
the Netherlands  [30-40]% 
Source: Form CO,  Annex 16  and Form CO, tables 30-31 
(66) Table 1 indicate s that for flooring and flooring materials , Deli Home’s market 
shares are well below 30% for any plausible market definition. More specifically, 
under the narrowest market definition, its market share would be [10-20]%. 
(67) With respect to timber construction materials , Deli Home’s market shares are 
below [0-5]% at EEA -level, [0-5]% in Belgium and [0-5]% in the Netherlands. In 
the narrow market definition for which Deli Home’s market share is the highest , 
namely  the market for branded mouldings sold to DIY retailers in the Netherlands , 
its market share is [60-70]%. 
(68) With respect to doors , Deli Home’s market shares are below [0-5]% at EEA -level, 
[0-5]% in Belgium and [10-20]% in the Netherlands. In the narrow market definition 
for which Deli Home’s market share is the highest, namely  the market for branded 
interior doors sold to DIY retailers in the Netherlands , its market share is [80-90]%. 
(69) With respect to storage furniture , Deli Home’s market shares are below [0-5]% at 
EEA-level, [0-5]% in Belgium and [10-20]% in the Netherlands. In the narrow 
market definition for which Deli Home’s market share is the highest, namely  the 
                                                 
49  Market shares relating to the year 2020 can be considered representative of market power in the last 3 
years. The market dynamics have not changed substantially because the number of suppliers remained 
stable, and so did their share of supply with their largest accounts. Refer, for example, to the minutes of a 
call with Maxeda's competitor, 25 May 2021, para. 13.  
50  This market share refers to the sale channel to retailers because the Notifying Party did not provide a more 
aggregated figure.   
 
13 market for branded self -assembly storage furniture so ld to DIY retailers in the 
Netherlands , its market share is [70-80]%. 
(70) With respect to insect screens , Deli Home’s market shares are [0-5]% at EEA -level, 
[10-20]% in Belgium and [20-40]% in the Netherlands. In the narrow market 
definition for which Deli Hom e’s market share is the highest, namely  the market for 
branded insect screens sold to DIY retailers in the Netherlands , its market share is 
[30-40]%. 
5.2.2.  Maxeda’s market shares (downstream)  
(71) With respect to the market for retail of DIY products through DIY stores (with no 
distinction of individual products), Maxeda ’s 2020  market share in the Netherlands 
is [20-30]% and in Belgium  [40-50]%.51  
(72) For both Belgium and the Netherlands, the Parties were  unable to estimate Maxeda’s 
market shares at the level of catch ment areas of 30 km radius but submit that they 
would be above 30% in several local markets.52 As explained in paragraph (90), 
Maxeda’s market shares are relevant to assess, among other things, Maxeda’s ability 
to foreclose Deli Home’s competitors. As this ability relates to the total volume 
supplied by Deli Home’s competitors to Maxeda (as opposed to the volume supplied 
in individual catchment areas), the exact values  of market shares at the level of 
individual catchment areas, are  less relevant for the case at hand . Therefore, the 
estimate provided by the Notifying Party appear to be sufficient for assessing 
Maxeda’s market power in the case at hand.  
(73) With regard to a distinction by product category, the Notifying  Party provided 
market shares according to the classification used by the market analyst GfK, which 
reflects Maxeda’s classification used in its ordinary course of business  (Table 2 and 
Table 3). Maxeda’s market shares in individual categories broadly reflect its market 
shares at DIY r etail level .  
(74) Specifically for the Netherlands, Maxeda’s  market share  remain below [20-30%] % 
(which is the national market share at DIY retail level) for all the various product 
categories, with the exception of two: (i) “decor ative wooden panels”, for whi ch 
market share is [30-40]% and (ii)  “small household storage ”, where market share is 
[30-40]%. However, it is to be noted that, with respect to the last product category, 
the market size of this segment is relatively small, namely  EUR 6  million , which is  
less than 0.2% of the market for retail of DIY products through DIY stores in the 
Netherlands . 
(75) With respect to Belgium, market shares at the level of individual  product categories  
are similar to those at  DIY retail level  (which is [40-50]%) with the excep tion of: 
(i) “Wood & construction panels ” for which market share is [10-20]% and (ii) the 
products categorised under “organising” , “Furniture total”, “Brackets” , “Small 
household storage ”, which are, respectively: [40-50]%, [60-70]% and [60-70]%. It is 
to be noted, however, that these product categories have relatively small market sizes 
as the total sales of the category “organising” amount to EUR 10.3 million, which 
                                                 
51  Form CO, paragraphs 359 and 361.  
52  Form CO, paragraphs 360 and 362.  

 
15 5.3. No competition concerns with respect to vertical relationships  
5.3.1.  The Transaction is not likely to  lead to input foreclosure  
5.3.1.1.  Post-Transaction, the Parties would likely not have the ability nor the incentive to 
foreclose Maxeda’s competitors.   
(77) First, the market shares of Deli Home aggregated at the level of product category 
(i.e. doors, storage, timber construction products, floo rings and steps, and insect 
screens) are small (i.e., well below 20%) both at EEA and national level. 
Deli Home’s market shares are larger only for narrow market segments at the 
national level, in particular in the Netherlands (i.e., [50-60]% for branded d oors, [60-
70]% for branded doors for external use, [80-90]% for branded doors for int ernal 
use, [70-80]% for branded self -assembly closets, [60-70]% for branded mouldings, 
[70-80]% for non -branded mouldings, [50-60]% for branded panels and [30-40]% 
for bra nded insect screens).  
(78) The high market shares in these narrow market segments, however , are not 
indicative of a market power  that enables  input foreclosure . In certain cases,  in 
addition to the suppliers already active in the Netherlands, suppliers active in 
neighbouring countries such as Germany or France would be able to enter the Dutch 
market.53  
(79) Second, after the Transaction, Deli Home’s customers would continue to have 
credible alternative suppliers. A large majority of Deli Home’s customers that 
replie d to the market investigation indicated that for th e products they source from 
Deli Home  can be acquired from  other supplier s, 54 and that, in case Deli Home 
increases prices or reduces supplies, they would be able to switch to other 
suppliers.55 Furthermore, a large majority of Deli Home’s customers that replied to 
the market investigation indicated that they would likely switch from Deli Home to 
another supplier in case of price increase or of degradation of commercial 
conditions.56 
(80) Third , Deli H ome sells a number of products for which its market shares are 
relatively small, but – taken together – they contribute substantially to Deli Home’s 
overall sales . For example, taking 30% market share as a reference, and considering 
Belgium and the Netherl ands (which are the countries where Deli Home is mostly 
active) all the products sold to DIY retailers and for which its market shares are 
below this value  generate revenues for approximately EUR […] million annually . 57 
These sales represent approximately […]% of Deli Home’s sales to DIY retailers in 
these two countries .58. As most of retailers that purchase these products also 
purchase those products where Deli Home’s market shares are high, t hese sales 
would be at risk in case Deli Home attempted  to forecl ose its customers in those  
products for which its market shares are high.   
                                                 
53  See for example the minutes with a competitor of Maxeda on 15 June 2021, paragraph 17.  
54  Replies to Q1 – Questionnaire to retailers, question s 13 and 14.  
55  Replies to Q1 – Question naire to retailers, questions 15 and 16.  
56  Replies to Q1 – Questionnaire  to retailers, question 17.  
57  Form CO, Annex 16.  
58  Form CO, Annex 16.  
 
16 (81) Therefore, the potential benefit of an input foreclosure in selected products such as 
branded internal doors, branded mouldings sold to DIY retailers in the Netherlands, 
etc. would likely put at risk revenues deriving from other products supplied by 
Deli Home.  
(82) Fourth , a majority of Deli Home’s customers that replied to the market investigation 
consider that after the Transaction, Deli Home would not have the ability or the 
incentive to increase prices or to reduce supply of its products.59 
5.3.1.2.  The effects of an input foreclosure strategy would likely be negligible  
(83) First, as explained in Section 5.2.1 , in the broader product categories Deli Home’s 
market shares are small or moderate. Therefore, an input foreclosure strategy , if 
implemented by Deli Home , would have limited effects.  
(84) Second, after the Transaction, Deli Home’s customers would continue to have 
credible alternative suppliers . 
(85) Third , the majority of Maxeda’s competitors does not appear to be  concern ed of  
a potential input foreclosure strategy by Deli Home .60 On the contrary, some of  them 
indicated that they are already switching to other suppliers in view of the 
Transaction. As a large majority of Maxeda’s customers considers that switching 
away from Maxeda would not reduce their competitiveness,61 an attempted input 
foreclosure strat egy from Deli Home would have limited or no impact on its 
customers and consequently  on the downstream market.   
(86) Furthermore, when explicitly asked about the expected impact of the Transaction on 
price, on quality and on the choices for the en d-customers, a  majority of 
Deli Home’s customers replied that do not expect significant changes after the 
Transaction.62 
5.3.2.  The Transaction is not likely to  lead to customer foreclosure   
5.3.2.1.  The Parties w ould likely  not have the ability nor the incentives to foreclose 
Maxeda’s suppliers  
(87) Post-Transaction, the Parties would likely not have the ability and incentives to 
foreclose Maxeda’s suppliers for the reasons outlined below.  
(88) First, as indicated by the market investigation, 63 those manufacturers that supply 
their products to Maxeda typically supply them also to Maxeda’s competitors. 
Therefore, if Maxeda attempts to foreclose Deli Home’s competitors, these would be 
                                                 
59  Replies to Q1 – Questionnaire to retailers, question 12.  
60  Replies to Q1 – Questionnaire to retailers, question  18, m inutes of a call with a competitor  of Maxeda  on 
25 May 2021, pa ragraph 10; minutes of a call with a competitor of Maxeda  on 15 June  2021, paragraph s 
23-24. 
61  Replies to Q1 – Questionnaire to retailers, question 1 9. 
62  Replies to Q1 – Questionnaire to retailers, question s 20 and 20.1 . 
63  Replies to Q2 – Questionna ire to competitors, questions 13 -14.1. 
 
17 able to continue selling to Maxeda’s competitors, as also confi rmed in the market 
investigation.64  
(89) This is also corroborated  by Maxeda’s market share s. At DIY retail  level, Maxeda’s 
market share in Belgium is [40-50]% and in the Netherlands is [20-30]%, which 
means that Deli Home’s competitors would be able to continu e supplying [50-60]% 
of the Belgian market and [70-80]% of the Dutch market. In particular, in Belgium 
Hubo has a market share of [10-20]-[20-30]% and independent DIY retailers have a 
market share of [30-40]-[40-50]%. In the Netherlan ds, Intergamma has a market 
share of [40-50]% and Hornbach a market share of [10 -20]%.65  
(90) While , for certain  individual product categories , in Belgium Maxeda  has high  market 
shares (see Table 3), these  market shares do not confer  Maxeda  with the ability and 
incentive to foreclose Deli Home’s competitors. This is the case because 
Deli Home’s competitors typically produce different pro ducts and types of products 
and therefore these competitors would continue supplying large customers with other 
products.  
(91) Furthermore , while Maxeda likely has higher shares in certain catchment areas, this 
would not provide Maxeda with the ability and ince ntive to foreclose Deli Home’s 
competitors because the upstream markets are likely national, if not wide r, and 
therefore manufacturers would be able to continue supplying in other catchment 
areas and/or countries.  
(92) Second, Deli Home’s competitors would cont inue to have access to large number of 
customers active in other sale channels. This is the case because Maxeda is active 
only in the downstream retail sale of DIY products to non -professional customers, 
while  Deli Home ’s competitors also supply customers  active in other sale channels 
(as for example builders’ merchants ). . 
(93) Third , Deli Home’s competitors that replied to the market investigation consider that 
Maxeda does not have the ability and the incentiv e required for foreclosing 
Deli Home’s competitors .66 
5.3.2.2.  The effects of a hypothetical customer foreclosure would likely be negligible  
(94) First, as explained in Section 5.3.2.1 , if Deli Home's competitors were to be 
foreclosed from making sales to Maxeda , they  would have sufficient alternative 
customers in Belgium, in the Netherlands and, more broadly, in the EEA.  
(95) Second, a large majority of Deli Home’s competitors that replied to the market 
investigation con sider that the Transaction would not have an impact on their 
business ,67 and do not consider that their competitiveness would be affected if 
Maxeda stops sourcing certain products from them  after the Transaction .68 
                                                 
64  Replies to Q2 – Questionnaire to competitors, question 1 5-16.1. 
65  Form CO, tables 34 -35.  
66  Replies to Q 2 – Questionnaire to competitors , question 12. 
67  Replies to Q2 – Questionna ire to competitors, question 18.  
68  Replies to Q2 – Questionnaire to competitors, question 1 9. 
 
18 (96) Third , certain competitors of  Maxeda  indicated that they are not concerned about the 
Transaction, as it will be possible to find other suppliers for all products  currently 
supplied by Deli Home.69 It could, therefore, be argued that, as a result of the 
Transaction, business opportunities may o pen up for Deli Home’s competitors.  
5.3.3.  [details of internal documents]  
(97) [Details of internal documents] . 
(98) [...] certain market participants, which  consider it unlikely that post -Transaction 
Ardian will seek to integrate the activities of Maxeda with those of D eli Home .70 
5.3.4.  Conclusion on non -horizontal effects  
(99) In conclusion, in light of the above , the Commission c onsiders that the merged entity 
would not have the ability nor the incentive to engage in a foreclosure strategy and 
that, in any event, a foreclosure str ategy would not have a significant impact of 
effective competition . 
5.4. Conclusion on competitive assessment  
(100)  Based on the considerations included  in Sections 5.1-5.35.3.4  and in light of the 
results of the market investigation and of all the evidence available to it  the 
Commission con cluded that the notified concentration does not give rise to serious 
doubts as to its compatibility with the int ernal market or the functioning of the EEA 
Agreement  because of vertical non -coordinated effects in the market s for the 
wholesale sales to retailers of each of: (i) floors and flooring materials, (ii) timber 
construction materials, (iii) doors, (iv) storag e furniture, and (v) insect screens  under 
any plausible market definition , as well as in the market for the retail sale to 
non-professional customers through DIY stores  under any plausible market 
definition .  
6. CONCLUSION  
(101)  For the above reasons, the Commission has decided not to oppose the notified 
concentration 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  
                                                 
69  See, for example, minutes with a competitor of Maxeda on 15 June 2021, paragraph 24.  
70  See for example Minutes with a competitor of Maxeda on 15 June 2021, paragraph 19.