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, 04.10.2019  
C(2019 ) 7228 final  
PUBLIC VERSION  
 
To the notifying p arty 
Subject : Case M. 9426 – 3M Company/Acelity  
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 03.09.2019 , the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation (the “ Transaction ”) by 
which 3M Company (“ 3M”, US, or the “ Notifying Party ”) acquires within the 
meaning of Article 3(1)(b) of the Merger Regulation sole control of Acelity, Inc. 
(“Acelity ”, US), by way of a purchase of shares3.  
(2) 3M and Acelity  are collectively referred to below as the “Parties ”. 
                                                 
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 308, 12.09.2019 , p. 7. 
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information omitted has been replaced by 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 PARTIES  
(3) 3M is a diversified technology company. Through its health care division, 3M offers 
a broad range of medical solutions, including advanced wound dressings . 
(4) Acelity  is primarily active in the development and commercialis ation of advanced 
wound care products, including through its subsidiaries Kinetic Concepts, Inc, 
Systagenix Wound Management, Limited and Crawford Healthcare Limited.  
2. THE OPERATION  AND THE CONCENTRATIO N 
(5) The Parties entered into a Stock Purchase Agreement on 1 May 2 019. Under the 
terms of the Stock Purchase Agreement , 3M will acquire the 100% equity interest in 
Acelity that is currently dir ectly held by Acelity L.P. Inc..  
(6) As a result of the Transaction, 3M will obtain sole control over Acelity within the 
meaning of A rticle 3(1)(b) of the Merger Regulation . 
3. EU DIMENSION  
(7) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 2 500 million4. Each of them has a n EU-wide turnover in excess of 
EUR 10 0 million . In three Member States ([…], […] and […]) , their combined 
turnover exceeds EUR 100 million and the turnover of each undertaking concerned 
exceeds EUR 25 million in  each of  these Member States. Neither 3M nor Acelity 
achieve s more than two -thirds of their aggregate EU-wide turnover wit hin one and 
the same Member State. The Transaction  therefore has an EU dimension  pursuant to 
Article 1(3) of the Merger Regulation .  
4. COMPETITIVE ASSESSMEN T  
(8) The Transaction  leads to horizontal overlaps between the activities of 3M and 
Acelity in relation to the supply of moist advanced  wound care products. These 
overlaps give rise to affected markets only in relation to specific types of wound care 
products at national level .  
(9) In addition, vertically affected markets arise in light of the vertical link between the 
activities of 3M upstream (film drapes , which are included as consumable products 
in negative pressure wound therapy (“NPWT”)  kits) and Acelity downstream 
(supply o f NPWT kits to hospitals and community customers ).   
                                                 
4  Turnover calculated in accordance with Article 5 of the Merger Regulation . 
 
 
3 4.1. Horizontal non-coordinated effects  - Moist advanced wound care products  
4.1.1.  Market  definition  
4.1.1.1.  Product market definition  
(10) In previous decisions, the Commission concluded that (a) traditional wound care 
product s (e.g., surgical dressings, fixation products and swabs) , and (b) advanced 
wound care products belong to separate product markets as they do not offer the 
same performance and are not used for the same purpose.5  
 
(11) In the market for advanced wound care products, the Commission further 
differentiated between (i) moist wound care products,6 (ii) active wound care 
products, and (iii) biological active wound care products.7 Within the segment of 
moist advanced wound care products (the only segment on which t he Parties’ 
activities overlap) the following sub -segments were also identified: alginates, 
hydrofibres, foams, hydrocolloids, hydrogels, film dressings, contact layers and 
silver antimicrobials.8 Ultimately, the Commission left open whether each of these 
products would constitute a separate product market.  
 
(12) The Commission also considered a potential alternative definition, grouping some 
moist advanced wound care product s into the following categories: (i) a market 
segment for moisture -absorb ing advanced wo und care products that includes 
alginates, foams and hydrofibres, (ii) a market segment for moisture -donation 
advanced wound care products that includes hydrogels and hydrocolloids, (iii) a 
market segment for secondary dressings that includes films and con tact layers , and 
(iv) a market segment for silver antimicrobials and other antimicrobials (which 
include all wound care products in other categories in which silver is incorporated).9 
Ultimately, it did not reach a conclusion on this potential definition.  
 
(13) The Notifying Party submits that the relevant product market is the supply of moist 
advanced wound care products, noting that each wound is unique and at a given time 
may be treated with more than one of the types of dressing identified above (whether 
                                                 
5  See Cases COMP/M.7323 - Nordic Capital/GHD Verwaltung , decision of 08.08.2014; COMP/M.4 367 - 
APW/APSA/Nordic Capital/Capio , decision of 16.03.2007; COMP/M.5190 - Nordic Capital/ConvaTec , 
decision of 15.07.2008; COMP/M.3816 - Apax/Mölnlycke , decision of 15.06.2005; COMP/JV.54 - 
Smith&Nephew/Beiersdorf , decision of 30.01.2001.  
6  The Commissio n noted that the common functionality of moist advanced wound care products that 
differentiates them from other advanced wound care products is that they provide a moist environment 
that can be beneficial for healing.  See e.g. Case  COMP/M.7323 - Nordic Cap ital/GHD Verwaltung , 
decision of 08.08.2014 . 
7  The Commission noted that the functions performed by each of these product categories are distinct: (i) 
moist wound care products maintain optimum conditions for tissues to repair themselves; (ii) active 
woun d care products encourage better healing by interacting with the tissues at a physiological and 
cellular level, and (iii) biologically active wound care products either deliver bioactive compounds or are 
constructed from material having endogenous activity . See Case COMP/M.3816 - Apax/Mölnlycke , 
decision of 15.06.2005 . 
8  See Cases  COMP/M.7323 - Nordic Capital/GHD Verwaltung , decision of 08.08.2014 ; COMP/M.4579 - 
Investor/Morgan Stanley/Mölnlycke , decision of 27.03.2007; COMP/M.4229 -
APHL/L& R/Netcare/General Healthcare Group , decision of 25.07.2006; COMP/M.3816 - 
Apax/Mölnlycke , decision of 15.06.2005 . 
9  See Cases  COMP/M.7323 - Nordic Capital/GHD Verwaltung , decision of 14.08.2014, and 
COMP/M.5190 - Nordic Capital/ConvaTec , decision of 15.07 .2008.  
 
 
4 used as substitutes, in combination or in sequence). It also observes that most 
suppliers are active across the whole range of moist advanced wound care products. 
To the extent that segmentation by product type is appropriate, the Notifying Party 
proposes to introduce a new sub -segment of moist wound care products not 
previously considered by the Commission. Superabsorbent  dressings are moisture -
absorbing advanced wound care products that are typically used on moderate to 
highly exudative wounds. As such, the Notifying Party submits they form part of the 
same product market as alginates, hydrofibres, and foams, with which they are 
largely substitutable. It also submits that hydrocolloids should not be ca tegorized as 
“moisture -donati ng”, but rather as “moisture -absorbing” dressings.  
(14) The majority of respondents to the Commission’s market investigation confirmed 
that moist advanced wound care products should be considered a separate product 
market from active wound care or biological wound  care products, and indicated that 
it may be appropriate to consider separate markets for moisture -absorbing dressings, 
moisture -donati ng dressings, secondary dressings and antimicrobial products.10 The 
market investigation confirmed that superabsorbers sho uld be considered to be 
“moisture -absorbing” but was inconclusive on the appropriate categorisation of 
hydrocolloids.11 The majority of respondents considered that it was not necessary to 
further sub -segment the market (for example by specific product), tho ugh it was 
noted that in some cases substitutability between specific products is limited.12  
(15) In any event, for the purposes of the present case, the Commission considers that it is 
not necessary to conclude whether the market for moist advanced wound care should 
be segmented by category (i.e. moisture -absorbing products, moisture -donating 
products or wound dressings) or whether the individual product types should be 
considered as separate product markets , since competition concerns are unlikely to 
arise under any plausible  market definition .  
4.1.1.2.  Geographic market definition  
(16) In previous decisions, the Commission has left open whether the market for moist 
advanced wound care products is EEA -wide or national.13 
(17) The Notifying Party submits that the relevant geograph ic market for moist advanced 
wound care and its sub -segments is EEA -wide because cross border trade, pan 
European tenders and regional buyer groups are common, there are no or low 
regulatory or transport barriers to trade, and because the competitor set is  the same 
across the EEA.  
                                                 
10  Replies to question 4 of Q1 – questionnaire to advanced wound care competitors and replies to question 3 
of Q2 – questionnaire to customers.  
11  Replies to questions 5.1 and 5.2 of Q1 – questionnaire to advanced wound care competitors and replies to 
questions 4.1 and 4.2 of Q2 – questionnaire to customers.  
12  Replies to questions 5.3 and 7 of Q1 – questionnaire to advanced wound care competitors and replies to 
questions 4.3 and 5 of Q2 – questionnaire to customers.  
13  See e.g. Cases COMP/M.7323 - Nordic Capital/GHD Verwaltung , decision of 14.08.2014 ; 
COMP/M.4367 - APW/APSA/Nordic Capital/Capio , decision of 16.03.2007 and COMP/M.3816 - 
Apax/Mölnlycke  decision of 15.06.2005. In case COMP/M.5190 – Nordic Capital/ConvaTec , decision of 
15.07.2008, the Co mmission however defined the geographic market for advanced w ound care products 
as national  for the purposes of that specific case.  
 
 
5 (18) Overall, the market investigation indicated that it may be appropriate to define the 
relevant geographic market as national. On the one hand, the majority of  wound care 
suppliers confirmed that they are broadly active across the whole of the EEA.14 On 
the other, the market investigation confirmed that contracts with customers are 
typically at national or local level, that pricing levels vary between Member States 
and that there are differences in coverage of moist advanced wound ca re products 
(i.e. the extent to which they are reimbursed or are provided by healthcare 
authorities) between Member States.15 
(19) In any event, the Commission considers that the exact geographic market definition 
can be left open for the purpose s of the case at  hand, as competition concerns are 
unlikely to arise under either a national or EEA -wide  market definition.  
4.1.2.  Competitive assessment  
(20) Under Article s 2(2) and 2(3) of the Merger Regulation, the Commission must assess  
whether a proposed concentration would sign ificantly impede effective  competition 
in the internal market or in a substantial part of it, in particular  through the creation 
or strengthening of a dominant position.  
(21) A merger can entail horizontal effects. In this respect, in addition to the creation o r 
strengthening of a dominant position, the Commission Guidelines  on the assessment 
of horizontal mergers under the Merger Regulation ( “the Horizontal Merger 
Guidelines”)16 distinguish between two main ways in which  mergers between actual 
or potent ial compe titors on the same rel evant market  may significantly impede 
competition, namely non -coordinated and coordinated  effects. Non -coordinated 
effects may significantly impede competition,  eliminating important competitive 
constraints on one or more firms, which  consequently would have increased market 
power, without resorting to  coordinated behaviour.  
(22) This decision will analyse whether the Transa ction is likely to raise serious doubts as 
to its compatibility with the internal market by the creation of non -coordinated 
effects in those markets on which the Parties’ activities lead to  horizontal overlaps.  
4.1.2.1.  Overview of horizontally affected markets  
(23) The Parties overlap in the supply of moist advanced wound care products  in the 
EEA . They are active across all pro duct categories ( moisture -absorbing products , 
moisture -donati ng products , secondary dressings and antimicrobial products) and in 
each of the individual products belonging to  these categories . However, the 
Transaction would not give rise to any horizontally  affected markets at EEA level 
under any plausible product market definition (i.e. whether the product market is 
considered to be moist advanced wound care, the abovementioned product 
categories, or the individual products belonging to these categories) . 
                                                 
14  Replies to questions 8 and 8.1 of Q1 – questionnaire to advanced wound care competitors.  
15  Replies to questions 9, 9.1, 10, 10.1 and 10.2 of Q1 – questionnaire to advanced wound care competitors 
and replies to question 6 of Q2 – questionnaire to customers.  
16  Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of 
concentrations bet ween undertakings, OJ C 31, 5.2.2004 p.5.  

 
 
7 (b) In relation to the supply of hydrogels in Austria, 3M adds a limited increment 
of [5-10]% (representing sales of less than € [...]) to Acelity’s share of [20-
30]%. Furthermore, post -Transaction, the merged entity will continue to face 
competition from a number of competitors larger than or similar in size to the 
increment. According to the Notifying Party’s estimates, other suppliers of 
hydrogels in Austria include Smith & Nephew ( [20-30]%), ConvaTec ( [10-
20]%), Coloplast ( [10-20]%), Mölnlycke ( [10-20]%), Hartmann Group (0 -
10%), Lohmann & Rauscher (0 -10%), B. Braun (0 -10%), and Essity/BSN ( 0-
5%).  
(28) More generally, t he results of the market investigation confirmed that the Parties are 
not particularly close competitors. The majority of market participants responding to 
the market investigation identified only one of the Parties among the top three 
suppliers for each of the affected product categories (or their sub -segmen ts) in 
Austria. Overall, it appears that each of the Parties compete more closely with other 
suppliers, rather than between themselves, both in relation to the specific product 
considered (e.g. hydrogels) and in relation to the product categories to which they 
belong.17   
(29) In addition, the market investigation revealed that it is relatively easy for customers 
to change suppliers  at the end of the contract or change procurement patterns during 
a contract since (i) customers usually select more than one supplie r,18 and (ii) the 
products are generally procured through competitive bidding processes (in which 
price requirements can be set by customers) .19 There fore, there  are no or low barriers 
to switch ing.  
(30) Finally, the vast majority of respondents to the market investigation  confirmed that 
they will continue to have a number of alternative suppliers from which to procure 
each of these products post -Transaction.20 They do not expect the Transaction to 
bring about any significant changes on the market.21 
(31) In light of the above, it can be concluded that the Transaction will not significantly 
impede effective competition in relation to the supply of moist advanced wound care 
products (or any plausible sub -segmentation thereof) in Austria.  
4.1.2.3.  Ireland  
(32) According to the Notifyi ng Party, 3M and Acelity have a combined market share of 
more than 20% in the supply of secondary dressings in Ireland (secondary dressings 
are a category of products comprising contact layers and films) . The affected market 
in the overall category of seco ndary dressings arises primarily from Acelity’s [50-
60]% market share in the supply of contact layers in Ireland. There is, however, no 
overlap in this sub -segmentation as 3M only supplies films, but not contact layers, in 
                                                 
17  Replies to questions 11 and 13 of Q1 – questionnaire to advanced wound care competitors and replies to 
question 9 of Q2 – questionnaire to customers.  
18  Replies  to questions 7 and 7.1 of Q2 – questionnaire to cu stomers.  
19  Replies  to question 8 of Q2 – questionnaire to customers.  
20  Replies to question 16 of Q1 – questionnaire to advanced wound care competitors and replies to question 
10 of Q2 – questionnaire to customers.  
21  Replies to question 29 of Q1 – questionnaire to advanced wound care competitors and replies to question 
11 of Q2 – questionnaire to customers.  


 
 
10 (42) Finally, the vast majority of respondents to the market investigation confirmed that 
they will continue to have a number of alternative suppliers from which to procure 
superabsorbers in the UK  post-Transaction.30 They do not expect the Transaction to 
bring about any significant changes on the market.31  
(43) In light of the above, it can be concluded that the Transaction will not significantly 
impede effective competition in relation to the supply of moist ad vanced wound care 
products (or any plausible sub -segmentation thereof) in the UK.  
4.1.3.  Conclusion on horizontal non -coordinated effects  
(44) For the reasons set out in Section 4.1, the Commission concludes that the 
Transaction does not raise serious doubts as to its  compatibility with the internal 
market in the markets for the supply of moist advanced wound care products under 
any plausible product and geographic market definitions due to horizontal effects.  
4.2. Vertical overlaps between the supply of film drapes (3M, up stream) and the 
production of NPWT kits (Acelity, downstream)  
(45) Vertically affected markets arise in light of the vertical link between the activities of 
3M upstream (film drapes, which are included as consumable products in NPWT  
kits) and Acelity downstrea m (supply of NPWT kits to hospitals and community 
customers).32 
4.2.1.  Market definition - Negative Pressure Wound Therapy devices (“NPWT”)  
4.2.1.1.  Product market definition  
(46) NPWT technology promotes healing in complex wounds by applying controlled 
negative pressure (sub -atmospheric or “vacuum” pressure) to a wound site through a 
specially sealed dressing. The negative pressure removes excessive exudate to allow 
wound healing, reduce edema, and increase metabolic activity in the cells. This 
promotes blood flow to the area a nd leads to growth of healthy granular tissue, 
which fills the wound bed.  
                                                 
30  Replies to question 24 of Q1 – questionnaire to advanced wound care competitors and replies to question 
15 of Q2 – questionnaire to customers.  
31  Replies to question 29 of Q1 – questionnaire to advanced wound care competitors and replies to question 
16 of Q2 – questionnaire to customers . 
 
32  For completeness, barrier film would technically be an additional vertically affected market in light of the 
link between 3M’s supply of barrier film upstream and Acelity’s supply of NPWT kits downstream. 
Barrier films are a polymeric solution, which  upon application to intact or damaged skin forms a 
waterproof film acting as a protective interface between the skin and bodily wastes, fluids, adhesive 
products, and friction. Barrier films are widely used in many clinical settings , including with NPWT 
technology to improve the seal created by a film drape.  Barrier films are typically sold separately from 
NPWT kits but in some limited cases are included in the kits. In any event, no vertical competition 
concerns arise in light of this link as the Transact ion will not bring about any change in the market: (i) 
input foreclosure is implausible as already pre -Transaction 3M does not supply barrier film to any of 
Acelity’s competitors, and (ii) customer foreclosure is implausible as already pre -Transaction Acel ity 
purchases the entirety of its barrier film needs from 3M. Moreover, no specific concern was raised in this 
respect during the market investigation. In light of the above, the Commission considers that the 
Transaction does not raise serious doubts as re gards this vertical relationship between barrier film and 
NPWT, which will not be assessed further in this decision.  
 
 
11 (47) In Apax/Kinetic Concepts ,33 the Commission considered that NPWT devices belong 
to the active wound care products category. While the Commission assessed market 
shares both in the broa der market for active wound care products and in the 
narrowest possible product market for NPWT devices, it ultimately left the precise 
market definition open.  
(48) The Notifying Party submits  that the relevant product market is the supply of active 
wound care products and that NPWT products do not form a separate product 
market.  
(49) In any event , in the present case, the product market definition can be left open, as 
competition concerns are unlik ely to arise under the narrowest product market 
definition (i.e. NPWT devices) , where the Parties’ market shares are at their 
highest .34 
4.2.1.2.  Geographic market definition  
(50) As regards the geographic market, the Commission has so far left open the question 
of wheth er the market for advanced wound care products is national or EEA -wide .35 
(51) The Notifying Party submits  that the relevant geographic market is EEA -wide, 
noting inter alia that NPWT products are the same across the EEA, intra -EEA 
transportation costs are very low, and NPWT suppliers ship their products across the 
EEA from a few manufacturing plants.  
(52) In any event, i n the present case, the geographic market definition can be left open, 
as competition concerns are unlikely to arise under either a national or EEA -wide 
market definition.  
4.2.2.  Market definition - Film drapes  
4.2.2.1.  Product market definition  
(53) Film drapes  are transparent, airtight, adhesive polyurethane film dressings. Film 
drapes are used with NPWT devices to seal the wound and to prevent entry of air 
and bacteria, creating a “vacuum seal.” The film drape covers the dressing and 
secures the foam, allowing negative pressure to be maintained evenly at the wound 
site. Film  drapes are included in NPWT kits sold to customers and are also sold 
independently (either by themselves or, more commonly, as part of dressings kits for 
use with particular NPWT devices).36 
                                                 
33  See Case COMP/M.6343  - Apax/Kinetic Concepts , decision of 7 October 2011. Note that Kinetic 
Concepts is a predecessor company to Acelity . 
34  See paragraph 65 and footnote 4 7 below.  
35  See Case No. COMP/M.6343, Apax/Kinetic Concepts , decision of 7 October 2011.  
36  The components of Acelity’s NPWT kits include: (i) the NPWT device, (ii) film drapes, (iii) a foam or 
gauze ( compressible, open and porous material, which is placed in the wound to ensure that the negative 
pressure is applied across the entire wound), (iv) a drainage tube used to remove excess exudate from the 
wound and drain it to the collection canister, (v) a connection pad whic h connects the drainage tube to the 
wound dressing, and (v i) barrier films, which are an optional component of the kits used as skin 
preparatory products to aid in ensuring a reliable seal . 
 
 
12 (54) Film drapes produced for NPWT use have two relevant stages of pro duction. They 
typically start as bulk rolls of uncut, non -adhesive film drapes (“uncut film”). Uncut 
film is then “converted” into finished film drapes for NPWT use (“finished film 
drapes”) through a process that involves adding an adhesive, backing layers , and 
handling bars which assist with applying the finished film drape onto patients and 
cutting the film to specification for the specific NPWT dressing.  
(55) The Commission has not assessed film drapes in the past. The Notifying Party 
submits that the relevan t product market in this case is the upstream supply of film 
drapes appropriate for NPWT use. The Notifying Party submits that any further 
segmentation, for example between uncut film and finished film drapes, is not 
appropriate.  
(56) The market investigation indicated that it may be appropriate to distinguish between 
the supply of uncut film and finished film drapes appropriate for NPWT use. While 
uncut film has a number of applications, including use with NPWT after 
conversion ,37 finished film drapes can generally only  be used with the specific 
NPWT device for which they have been approved.  However, the market 
investigation also revealed that the equipment used to produce finished film drapes 
can also be used to produce wound care dressings for many other applications .38 
(57) In any event, the question of whether uncut film drapes appropriate for use with 
NPWT and finished film drapes for use with NPWT devices constitute separate 
markets can be left open , as competition concerns are unlikely to arise under either  
plausible market definition.  
4.2.2.2.  Geographic market definition  
(58) The Notifying Party submits that the market for the upstream supply of film drapes 
appropriate for NPWT use is global in scope since the product is highly 
commoditized and transportation costs are low. 
(59) The majority of respondents to the market investigation confirmed that suppliers 
based outside the EEA can and do compete to supply film drapes to customers in the 
EEA.39 Indeed, 3M supplies film drapes to […] in […] from 3M’s film drape 
manufacturing facility in […]. Likewise, […] supplies film drapes to […] in […] 
from its manufacturing facility in […]. 
(60) In any event, the geographic market definition can be left open in the present case, as 
competition concerns are unlikely to arise under either an EEA -wide or worldwide  
market definition.  
                                                 
37  Replies to question 4.2 of Q3 – questionnaire to film drape com petitors and Non -confidential minutes of a 
conference call with a NPWT supplier on 18 September 2019.   
38  Replies to question 4.3.1 of Q3 – questionnaire to film drape competitors and Non -confidential minutes of 
a conference call with a NPWT supplier on 18  September 2019.  
39  Replies to question 8 of Q3 – questionnaire to film drapes competitors and to question 28 of Q1 – 
questionnaire to advanced wound care competitors.  
 
 
13 4.2.3.  Competitive assessment  
(61) According to the Non -Horizontal Guidelines,40 non-coordinated effects may 
significantly impede effective competition as a result of a vertical merger if such 
merger gives rise to foreclosure.  Foreclosure occurs where actual or potential 
competitors' access to supplies or markets is hampered or eliminated as a result of 
the merger, thereby reducing those companies' ability and/or incentive to compete.41 
Such foreclosure may discourage entry or e xpansion of competitors or encourage 
their exit.42 
(62) The Non -Horizontal Guidelines distinguish between two forms of foreclosure. Input 
foreclosure occurs where the merger is likely to raise the costs of downstream 
competitors by restricting their access to an  important input. Customer foreclosure 
occurs where the merger is likely to foreclose upstream competitors by restricting 
their access to a sufficient customer base.43 
(63) With regard to input foreclosure, in assessing the likelihood of an anticompetitive 
forec losure scenario, the Commission examines, first, whether the merged entity 
would have, post -Transaction, the ability to substantially foreclose access to inputs, 
second, whether it would have the incentive to do so, and third, whether a 
foreclosure strateg y would have a significant detrimental effect on competition  
downstream .44 
(64) With regard to customer foreclosure, in assessing the likelihood of an 
anticompetitive foreclosure scenario, the Commission examines, first, whether the 
merged entity would have the ability to foreclose access to downstream markets by 
reducing its purchases from its upstream rivals, second, whether it would have the 
incentive to reduce its purchases upstream, and third, whether a foreclosure strategy 
would have a significant detriment al effect on consumers in the downstream 
market.45 
(65) The Notifying Party submits that vertically  affected markets arise in light of 
Acelity’s market shares on the market for NPWT devices,46 in which the Notifying 
Party estimates that Acelity holds a share of [30-40]% in the EEA and up to [80-
90]% at national level.47 3M is not active in the supply of NPWT devices.  
                                                 
40  Guidelines on the assessment of non -horizontal mergers under the Council Regulation o n the control of 
concentrations between undertakings ("Non -Horizontal Guidelines"), OJ C 265, 18.10.2008, p. 6 -25. 
41  See Non -Horizontal Guidelines, paragraph 18.  
42  See Non -Horizontal Guidelines, paragraph 29.  
43  See Non -Horizontal Guidelines, paragraph 3 0. 
44  See Non -Horizontal Guidelines, paragraph 32.  
45  See Non -Horizontal Guidelines, paragraph 59. 
46  For completeness, Acelity’s primary active advanced wound care product is NPWT. Its market share in a 
broader market for active advanced wound care products would be less than 30% across the EEA. While 
Acelity’s share may exceed 30% on some national markets for active advanced wound care products, in 
all cases its share in this broader category is driven by and lower than its market share for NPWT. As  the 
vertical link between 3M’s film drapes is with NPWT (and not other active advanced wound care products 
sold by Acelity), the broader category of active advanced wound care products is not considered further.  
47  In particular, Acelity’s market share is  30% or more in Austria ( [80-90]%), Belgium ( [60-70]%), Cyprus 
([60-70]%), France ([30 -40]%), Germany ([60 -70]%), Ireland ( [60-70]%), Luxembourg ( [40-50]%), 
Slovenia ( [50-60]%), Sweden ( [50-60]%), and the UK ( [30-40]%). 
 
 
14 (66) Respondents to the market investigation confirmed  that Acelity is the largest 
supplier of NPWT kits by a considerable margin, and indicated that its EEA -wide 
market shares may be higher than the Notifying Party’s estimates .48  
(67) On the upstream markets, the Notifying Party estimates that 3M holds a market share 
of less than [5-10]% on the market for uncut film and finished film drapes , both in 
the EEA and  worldwide.  The Notifying Party notes that once uncut film has been 
converted to finished film drapes for use with a particular NPWT device, it can only 
be used with the specific NPWT device for which it has been manufactured and 
approved.  
4.2.3.1.  Input foreclosu re 
(68) The Notifying Party submits that 3M’s position in the supply of film drapes 
appropriate for use with NPWT devices (be it uncut film or finished film drapes) is 
marginal with a market share of less than [5-10]% both in the EEA and worldwide. 
Post-Transac tion many alternative suppliers of film drapes will remain active on the 
market.  
(69) The market investigation confirmed that competing NPWT producers will continue 
to have sufficient sources of supply for film drapes appropriate for use with NPWT 
devices.49 In addition, already pre -Transaction, 3M is not a material supplier of film 
drapes to any of Acelity’s NPWT competitors,50 so the Transaction will not bring 
about any significant change in the market.  
(70) In light of the above, the Commission considers that the merged entity would not 
have the ability to engage in an input foreclosure strategy and that  it is unlikely  that 
the Transaction would lead to input  foreclosure  risks in relation to the supply film 
drapes in the EEA or globally . 
4.2.3.2.  Customer foreclosure  
(71) The Notifying Party submits that the merged entity will not have the ability to 
engage in a customer foreclosure strategy. Acelity currently procures […]. The 
Notifying Party submits that 3M […]. The Notifying Party further explains that it is 
necessary to  design, test and obtain regulatory approval for the finished film drapes 
to be used in a particular NPWT kit, which may take […] to complete . Therefore, it 
argues that the merged entity will not have the ability to […]. Moreover, it considers 
that […]. Finally, it argues that there will continue to be a number of NPWT 
suppliers to whom film drape suppliers can sell post -Transaction.  
(72) As regards uncut film , the respondents to the market investigation confirmed that 
uncut film is used for a wide range of applications other than with NPWT devices  
                                                 
48  Non-confidential minutes of a conference call with a wound care supplier, 30 August 2019; Non -
confidential minutes of a conference call with a wound care supplier, 17 September 2019; Non -
confidential minutes of a conference call with a wound care supplier, 18 September 2019; and Non -
confidential minutes of a conference call with a film drape supplier, 5 September 2019.  
49  Non-confidential minutes of a conference call with a wound care supplier, 30 August 2019; Non -
confidential minutes of a conference call with a wound care supplier, 17 September 2019; and Non -
confidential minutes of a conference call with a wound care supplier, 18 September 2019.  
50  3M […]. 3M only supplies […] amount of uncut film drapes to […] – 3M’s sales to […] amounted to less 
than € […] in 2018.  
 
 
15 and that post -Transaction a number of suppliers will continue to sell uncut film for 
NPWT use and other applications .51 This supports the Notifying Party ’s estimates 
that only around [10 -20]% of uncut film is ultimately used with NPWT devices. 
Consequently, Acelity only represents a small proportion of the overall demand for 
uncut fil m.52 Therefore, post -Transaction, suppliers of uncut film will have a large 
array of customers to turn to.  In light of this, it seems unlikely that the merged entity 
would have any ability to foreclose uncut film suppliers (upstream) by attempting a 
customer foreclosure strategy .  
(73) As regards finished film  drapes  more specifically , once uncut film has been 
converted  into finished film for use with a particular NPWT device  (for which the 
finished film is approved) , it can only typically be used together with that device. 
Acelity is the largest NPWT player by some margin and so for some suppliers of 
uncut film drapes i t is an important customer with a significant degree of market 
power in the downstream market. In  addition, Acelity is responsible for seeking 
authorisation for the finished film drapes to be used together with its NPWT devices  
and consequently can determi ne which supplier’s finished film drapes can be used 
with its NPWT devices . The respondents to the market investigation indicated that 
film drape suppliers have limited opportunities to sell finished film drapes for use 
with NPWT devices when their product s are not approv ed for use with the particular 
device .53 Therefore, while the merged entity would need to design, test and obtain 
regulatory approval to use 3M’s finished film drapes in all of Acelity’s NPWT 
devices and increase  its conversion capacity, whi ch would require some time and 
investment, it cannot be excluded that the merged entity would have the ability to 
foreclose access to the downstream markets  in the medium -term. However, it is not 
necessary for the Commission to conclude on whether the merg ed entity would have 
this ability, as in any event such a strategy would be unlikely to have an adverse 
impact on the downstream market.  
(74) As regards incentive s, respondents to the market investigation considered that in the 
medium -term the merged entity may  have the incentive to reduce purchases from 
third parties and vertically integrate its film drape and NPWT activities.54 However, 
it is not necessary for the Commission to conclude on whether the merged entity 
would have this incentive, as in any event suc h a strategy would be unlikely to have 
an adverse impact on the downstream market.  
(75) Even if the com bined incentive had the ability and incentive to foreclose customers, 
it is unlikely that a customer foreclosure strategy would have an adverse impact in 
the downstream market.  
                                                 
51  Replies to questi on 6.1 of Q3 – questionnaire to film drapes competitors.  Non-confidential minutes of a 
conference call with a wound care supplier, 30 August 2019; Non -confidential minutes of a conference 
call with a wound care supplier, 17 September 2019; Non -confidential  minutes of a conference call with a 
wound care supplier, 18 September 2019; and Non -confidential minutes of a conference call with a film 
drape supplier, 5 September 2019.  
52  The Notifying Party submits that Acelity’s demand for uncut film  appropriate for  NPWT use would be  
less than [10-20]% of the total demand for uncut film drapes appropriate for NPWT use at  global level.  
53  Non-confidential minutes of a conference call with a wound care supplier, 18 September 2019. For 
example, hospitals may be reluctant to purchase non -approved finished film drapes for use with NPWT 
devices.  
54  Replies to question 10 of Q3 – questionnaire to film drapes competitors. Non -confidential minutes of a 
conference call with a film drape supplier, 5 September 2019.  
 
 
16 (76) First,  the market investigation confirmed that the rotary die presses used to convert 
uncut film into finished film drapes for use with NPWT devices can be used to 
produce other wound dressings and disposable medical product s.55 Reconfiguration 
of the equipment can be done relatively easily and with limited cost or time 
required.56 Therefore, there are effective and timely counter -strategies that film 
drapes suppliers can deploy over time to mitigate a reduction in demand and it 
appears likely that these finished film drape suppliers will continue to be able to 
meet existing or new demand from NPWT suppliers.  
(77) Second, r espondents to the market investigation confirmed that post-Transaction 
there will remain a number of NPWT competitor s and that at least some of these 
currently source finished film drapes from third parties.57 Conversely, respondents to 
the market investigation expect that these NPWT competitors will continue to have 
sufficient sources of supply for finished film drapes post-Transaction.58 
(78) Third, it is unlikely that such a strategy would impact competing NPWT providers to 
such an extent as to allow the merged entity to profitably raise prices or reduce 
output downstream. The cost of converting uncut film into f inished film  drapes is 
low; according to the Notifying Party, conversion represent s less th an […] % of the 
total cost  of producing NPWT kits . In addition, some competing NPWT producers 
already convert uncut film to finished film drapes for use in their NPWT kits in -
house and would not be affected by such a foreclosure strategy. The market 
investigation indicated that the costs for an existing wound care manufacturer to 
begin converting uncut film in-house for use with its own NPWT devices, while not 
immaterial, are not prohibitive  (and that this can be an attractive investment for 
wound care manufacturers  as they can  also use the equipment for other purposes ).59  
(79) In light of the above, the Commission considers that it is unlikely  that the 
Transaction would lead to customer  foreclosure  risks in relation to the supply of film 
drapes in the EEA or globally . 
4.2.4.  Conclusion  
(80) In light of the above, the Transaction does not raise serious doubts as to its 
compatibility with respect to the vertical relationships between 3M’s supp ly of film 
drapes  (upstream) and Acelity’s production of NPWT kits (downstream) under any 
plausible market definition.  
                                                 
55  Replies to question 6.1 of Q3 – questionnaire to film drapes competitors. Non -confidential minutes of a 
conference call with a wound care supplier, 17 September 2019; and Non -confidential minutes of a 
conference call with a wound care supplier, 18 September 2019.  
56  Non-confidential minutes of a conference call with a wound care supplier, 17 September 2019; and Non -
confidential minutes of a conference call with a wound care supplier, 18 September 2019.  
57  Responses to question 26 of Q1 – questionnaire to adva nced wound care competitors. Non-confidential 
minutes of a conference call with a wound care supplier, 17 September 2019; and Non -confidential 
minutes of a conference call with a wound care supplier, 18 September 2019.  
58  Non-confidential minutes of a conf erence call with a wound care supplier, 30 August 2019; Non -
confidential minutes of a conference call with a wound care supplier, 17 September 2019; and Non -
confidential minutes of a conference call with a wound care supplier, 18 September 2019.  
59  Non-confidential minutes of a conference call with a wound care supplier, 18 September 2019.  
 
 
17 4.3. Conglomerate effects  
(81) The Transaction  does not give rise to any conglomerate effects or concerns  for the 
following reasons.  
4.3.1.  Conglomerate effects between different categories of moist advanced wound care 
products.  
(82) Both Parties are already active in most moist advanced wound care segments and 
have not engaged in tying or bundling. The Transaction  will not affect the Parties’ 
ability or incen tive to tie/bundle moist advanced wound care products since (i) the 
Parties are constrained by a number of strong and active competitors in each segment 
and across the EEA, (ii) the Parties’ market shares and/or the increment are generally 
moderate  and the re are limited affected markets on the narrowest plausible basis, (iii) 
these products are often sold in response to tenders and the market investigation 
confirmed that the tenders are often for the individual types of moist advanced 
wound care product,60 and (iv) the market investigation confirmed that it is generally 
the customer (and not the supplier) that determines the specific products or 
combinations of products for which  it will seek quotes.61  
4.3.2.  Conglomerate effects between NPWT and moist advanced woun d care products.  
(83) Acelity is already active in most moist advanced wound care segments and has not 
engaged in tying or bundling. The Transaction  will not affect the Parties’ ability or 
incentive to leverage Acelity’s position in NPWT into  moist advanced wo und care 
products since (i) the Parties are constrained by a number of strong and active 
competitors in each moist advanced wound care segment and across the EEA, (ii) 
3M is not active in the supply of NPWT products and so the Transaction does not 
change A celity’s ability to leverage from NPWT into moist advanced wound care as 
there is no increment in NPWT, (iii) the market investigation confirmed that NPWT 
and moist advanced wound care products are generally procured separately62, and 
(iv) the market investigation confirmed that it is generally the customer (and not the 
supplier) that determines the specific products or combinations of products for which  
it will seek quotes.63 
4.3.3.  Conglomerate effects between NPWT and film drapes sold independent ly of NPWT 
kits.  
(84) Customers of NPWT dev ices procure finished film drapes either  (i) as part of a 
NPWT kit containing the consumables necessary for use with the NPWT device 
included in the kit, or (ii) independently from a NPWT kit but for use with the 
particular NPWT device for which its use has been approved  (either as part of a pack 
of dressings including film drapes or, less commonly, as finished film drapes only) . 
The Transaction is unlikely to have any material impact on customers’ procurement 
                                                 
60  Non-confidential minutes of a conference call with a wound care supplier, 18 September 2019, replies to 
questions 14, 18 and 22 of Q1 – questionnaire to advanced wound  care competitors and replies to 
questions 8, 13 and 18 of Q2 – questionnaire to customers.  
61  Non-confidential minutes of a conference call with a wound care supplier, 30 August 2019.  
62  Non-confidential minutes of a conference call with a wound care supplier, 18 September 2019, replies to 
questions 14, 18 and 22 of Q1 – questionnaire to advanced wound care competitors and replies to 
questions 8, 13 and 18 of Q2 – questionnaire to customers.  
63  Non-confidential minutes of a conference call with a wound  care supplier, 30 August 2019.  
 
 
18 of finished film drapes independently of NPWT kits. This is because even when film 
drapes are procured independently from NPWT kits, they are typically procured 
from the NPWT supplier (and not directly from the manufacturer of finished film 
drapes). In the case of  Acelity, its third party converters do not supply finished film 
drapes directly to end customers . Already pre -Transaction, it is Acelity (and not the 
converter) that sell s finished film drapes independently of NPWT kits. Therefore, the 
Transaction has no impact on any plausible market for the supply of finished film 
drapes independently of NWPT kits.  
5. CONCLUSION  
(85) For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal  mark et 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