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, 11.4.2022  
C(2022)  2463 final 
PUBLIC VERSION 
 
Parker -Hannifin Corporation 
6035 Parkland Boulevard  
44124 Cleveland, Ohio 
United States of America  
Subject : Case M. 10506 – PARKER  / MEGGITT  
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2)  of Council Regulation No 139/2004
1 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 21 February 2022, the  European Commission received notification of a proposed 
concentration pursuant to Article 4 of Council R egulation (EC) No 139/2004 
(the ‘Merger Regulation ’) by which  Parker -Hannifin Corporation (‘Parker’  or the 
‘Notifying Party’ , United States) intends to acquir e within the meaning of 
Article  3(1)(b) of the Merger Regulation sole control over the whole of Meggitt PLC 
(‘Meggitt’, United Kingdom) by way of purchase of shares (the ‘Proposed 
Transaction’).3 Parker and Meggitt are referred to as the ‘Parties’ a nd together as the 
‘Merged Entity’.  
                                                 
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 102, 2.3.2022, p.  8. 
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information omitted has been replaced by 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  AND T HE OPERATI ON 
(2) Parker  designs, manufactures and supplies motion and control technologies and 
systems, and provides precision engineered solutions for a variety of mobile, 
industrial and aerospace markets at global level. Parker has two business divisions. 
The Diversified Industrial Segment is an aggregation of several business units which 
manufacture motion-control and fluid power system components for builders and 
users of  various types of manufacturing, packaging, processing, transportation, 
agricultural, construction and military vehicles and equipment. The Aerospace 
Systems Segment produces hydraulic, fuel, pneumatic and electro -mechanical 
systems and components for the aerospace manufacturing industry, which are 
typically used on commercial, military and general aviation aircraft, rotorcraft and other related aerospace equipment.  
(3) Meggitt  designs, manufactures and supplies components and sub- systems for 
aerospace and defence markets, and selected energy applications, at global level.  
Meggitt is organised into four divisions. The Airframe Systems  division provides 
braking systems for commer cial, business and defence aircraft, fire protection and 
safety systems, power and motion, fuel systems, avionics and sensors and advanced polymer seals for civil and defence aircraft. The Energy Systems * division 
aggregates the Meggitt offering to aero -engine manufacturers. The division produces 
advanced engine composites, thermal and safety systems with a broad range of technologies. This division also provides aerospace engine flow control and sensing solutions. The Energy and Equipment  division focuses on energy and defence 
equipment ranging from electronics cooling to ammunition handling systems and heat transfer equipment for off -shore oil and gas facilities and renewable energy 
applications. The Services and Support  division provides a full -service af termarket 
offering in respect of Meggitt products, including spares distribution and maintenance for commercial business jet and defence customers.  
(4) On 2 August 2021, the boards of directors of Parker and Meggitt formally announced that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Meggitt by Parker .
4  
(5) It follows that the Proposed Transaction is a concent ration within the meaning of 
Article 3(1)(b) of the Merger Regulati on. 
2. UNION DIMENSION  
(6) The undertakings concerned have a combined aggregate world- wide turnover of 
more than EUR 5 000 m illion  (in 20215, Parker had a world- wide turnover of 
EUR  12 277 million, in 2020, Meggitt had a world- wide turnover of 
                                                 
4  See: 
https://www.parker.com/portal/site/PARKER/menuitem.31c35c58f54e63cb97b11b10237ad1ca/?vgnextoi
d=881f52d83461b710VgnVCM100000e6651dacRCRD&vgnextchannel=9383fbdc71fd7310VgnVCM10
0000200c1dacRCRD&vgnextfmt=EN&newsroom=Y , accessed on 5 April 2022, and 
https://www meggittoffer.com/Documents/Parker Hannifin/Cooperation Agreement/Cooperation Agree
ment.pdf , accessed on 5 April 2022.  
5  Financial year ended 30 June 2021.  
* S hould read: Engine Systems  
 
3 EUR  1 894 million) . Each of them  has a U nion- wide turnover in excess of 
EUR  250 million  (in 20216, Parker had a Union- wide turnover of EUR […]  million, 
in 2020, Meggitt had a Union- wide turnover of EUR […]  million) , and they do not 
achieve more than two -thirds of their aggr egate Union- wide turnover within one and 
the same Member State. The notified operation therefore has a Union dimension 
pursuant to Article 1(2) of the Merger Regulation.  
3. RELEVANT MARKETS  
(7) The Parties’ activities overlap in aerospace actuation, Aircraft Wheels and Brakes, aerospace pneumatic valves, aerospace sensors, electronics cooling systems, aerospace seals, aerospace hydraulic valves and aerospace fuel valves. T he Proposed 
Transaction gives rise to horizontally affected markets in relation to Aircraft W heels 
and Brakes (‘AWB’) and a erospace pneumatic valves.  
3.1. Aircraft Wheels and Brakes  
(8) AWB form part of aircraft landing gear. The aircraft main wheels and brakes tend to be designed, manufactured and procured together, as the brake must efficiently utilise the available space within the wheel.
7 AWB do not include tyres, which are 
generally supplied separately by tyre specialists.8 
(9) Brakes  (see Figure 1 ) can be hydraulic or electric, and be made from carbon or steel. 
Carbon brakes are lighter than steel brakes of an equivalent size but more expensive upfront. Carbon brakes use thicker but lighter rotors made of carbon. They can also absorb more energy for a given brake size. T he wear rate of carbon is less sensitive 
to landing energy than it is in the case of steel rotors, which means that carbon rotors have a longer lifespan than steel brakes on larger aircraft.
9 
Figure 1 – Example of an aircraft brake  
 
Source: M.8425 Safran / Zodiac (2017), Figure 3, p.18.  
                                                 
6  Financial year ended 30 June 2021.  
7  See Form CO, paragraph 333, Questionnaire to AWB customers, question 5, and Questionnaire to AWB 
competitors, question 4.  
8  Form CO, paragraph 333.  
9  See Fo rm CO, paragraph 543, Minutes of  a call with a customer, 13 January 2022.  

 
4 (10) Wheels (see Figure 2) are composed of two -wheel halves: the outer and inner wheel 
allowing the tyre to be mounted on the wheel. Brake rotors are located in the inner 
wheel, except on very small aircraft where the brakes are mounted next to the wheel.
10 
Figure 2 – Example of an aircraft wheel structure  
 
Source: M.8425 Safran / Zodiac (2017), Figure 4, p.18.  
3.1.1. Overview of the Parties’ activities  
(11) Both Parties are active globally in the manufactu ring and supply of AWB for a range 
of aircraft types for both civil and military applications.  
(12) Parker  produces AWB in a facility in Ohio, USA. It mainly supplies AWB with 
steel brakes and for smaller aircraft types.11 In 2020, Parker achieved a turnover of 
EUR […] million  with AWB.12 Overall, these original equipment and aftermarket 
sales related to AWB make up less than […] % of Parker’s 2020 global turnover.  
(13) Meggitt  produces AWB in facilities in the UK, USA and Mexico. It mainly supplies 
AWB with carbon brakes but is also active in the supply of AWB with steel brakes. 
It supplies AWB mostly for smaller and mid -sized aircraft , but also has some supply 
for larger and regional jets .13 In 2020, Meggitt achieved a turnover of 
EUR  […]  million  with AWB.14 Overall, these original equipment and aftermarket 
sales  of AWB make up around […] % of Meggitt’s 2020 global turnover . 
                                                 
10  Form CO, paragraph 334.  
11  Form CO, paragraphs 355 and 365.  
12  Form CO, paragraph 340.  Original equipment and aftermarket sales.  
13  See e.g. Form CO, paragraph 369.  
14  Form CO, paragraph 369. Original equipment  and aftermarket sales.  

 
5 3.1.2. Product market definition 
3.1.2.1. The Commission’s past practice  
(14) The Commission previously considered that aircraft whe els and brakes belong to the 
same relevant product market, primarily because most manufacturers supply them 
together to customers.15 
(15) The Commission further considered the possibility of a segmentation according to aircraft types, e.g. because of technical d ifferences of the AWB for different aircraft 
types and somewhat different sets of suppliers supplying AWB for different aircraft types.
16 In this context , the Commission also noted that the procurement process of 
brakes and wheels on the different segments differs significantly. Brakes and wheels for large commercial aircraft are typically purchased by the end -customers, i.e. the 
airlines after the pre -selection of the suppliers by the airframer. Conversely, the 
customers of brakes and wheels for other aircraft types are the airframers who are charged at the time of supply.
17 The Commission has not considered a further 
segmentation within aircraft type based on engine type or weight of the aircraft. Ultimately , the exact product market definition was left open.  
(16) The Commission has not previously envisaged segment ing the manufacturing and 
supply of AWB based on material, i.e. between carbon and steel brakes , nor between 
OEM and aftermarket supply or customer type . 
3.1.2.2. The Notifying Party ’s view  
(17) The Notifying Party  consider s the relevant product market to cover all aircraft 
wheels and brakes.  Further, the Notifying Party  does not consider a segmentation 
between OEM an d aftermarket supply, by customer type , by aircraft type  or by brake 
material  to be appropriate.
18 
(18) With respect to a potential segmentation by aircraft size or type , the Notifying 
Party  submit s that ‘[t] here are insufficient differences in demand and supply -side 
dynamics to justify a segmentation of the supply of aircraft wheels and brakes by aircraft size or type ’.
19 From a demand -side pe rspective, the Notifying Party  states  
that ‘ while braking energy typically aligns with aircraft size and landing speed, the 
function that the wheels and brakes must perform is the same irrespective of the aircraft size or type on which they are fitted ’.
20 Nevertheless, ‘[t] he size and 
complexity of brakes generally increases as aircraft landing energy (and therefore required braking performance) increases. Larger braking units may, for example, 
have more rotors in larger diameters ’.
21 
(19) Further, ac cording to the Notifying Party , ‘there is a high degree of supply -side 
substitution between brakes for different aircraft ’.22 This is because ‘ competitors 
                                                 
15  M.8425 - Safran / Zodiac Aerospace, para. 81.  
16  M.8425 - Safran / Zodiac Aerospace, para. 82.  
17  M.8425 - Safran / Zodiac Aerospace, para. 83.  
18  Form CO, paragraph 398.  
19  Form CO, paragraph 462.  
20  Form CO, paragraph 462.  
21  Form CO, paragraph 464.  
22  Form CO, paragraph 463.  
 
6 generally offer new wheels and brake designs in large tenders tailored to new 
aircraft, rather than re -using existing wheels and brakes. The new wheels and 
brakes are developed in parallel with the aircraft. As a result, there  is limited 
competitive advantage for suppliers who already supply wheels and brakes for similar types of aircraft relative to other suppliers in the market’.
23  
(20) With respect to a potential segmentation by customer type , the Notifying Party  in 
particular su bmits  that differences between civil and military aircraft do not justify a 
segmentation. This is because ‘[t] here are no material differences in demand and 
supply -side dynamics that would justify a segmentation of the supply of aircraft 
wheels and brakes by civil and military aircraft’.24 
(21) The Notifying Party  submits  that ‘[f] rom a demand- side perspective, the function 
that the wheels and brakes must perform is the same irrespective of whether they are 
fitted on civil and military aircraft’,25 ‘[t]hey must sa fely stop the aircraft regardless 
of what the aircraft carries ’.26 From a supply -side perspective, ‘ the same 
competitors supply both military and civil customers and, at least in the case of the 
Parties, do so interchangeably from the same manufacturing sit es within their 
operational network in accordance with customer demand’.27 
(22) With respect to a potential segmentation between OEM and aftermarket supply 
of AWB , the Notifying Party  submit s that such a segmentation is not necessary or 
helpful,28 main ly because the Parties  ‘do not compete with each other for the supply 
of AWB replacement parts on any aircraft ’.29 Generally, ‘[c] ompetition for both 
OEM and aftermarket supply is largely driven by the airframer’s selection of the 
OEM supplier or suppliers for an airf rame ’,30 however there is some aftermarket 
competition in the supply of replacement parts for ‘ smaller aircraft such as general 
aviation and helicopters ’.31 
(23) Therefore, the Notifying Party  ‘consider [s] that a market definition which 
encompasses OE and aftermarket sales or (in light of the absence of competition between the Parties in the aftermarket) just OE sales, is the most appropriate manner to assess competitive dynamics in AWB ’.
32 
(24) With respect to a  potential segmentation based on the brake material , the 
Notifying Party  submit s ‘that the carbon and steel brake types do not warrant 
subsegmentation of the market for AWB ’.33 This is because ‘[d] espite the 
performance advantages of carbon brakes, steel br akes remain equipped on some of 
the current fleets of large / commercial aircraft, midsize / regional aircraft, and larger military aircraft. Only small general aviation aircraft and small military 
                                                 
23  Form CO, paragraph 463.  
24  Form CO, paragraph 437.  
25  Form CO, paragraph 438.  
26  Form CO, paragraph 444.  
27  Form CO, paragraph 439.  
28  Form CO, paragraph 399.  
29  Form CO, paragraph 400. However Parker ha s considered a number of options, but has not yet secured 
any contracts to supply aftermarket parts for Meggitt OEM AWB (Form CO, paragraph 410).  
30  Form CO, paragraph 401.  
31  Form CO, paragraph 406.  
32  Form CO, paragraph 403.  
33  Form CO, paragraph 566.  
 
7 aircraft typically only use steel, as the advantages of carbon do not outweigh the 
costs at low braking energies. Other types of aircraft (e.g. business jets, rotorcraft) sometimes equip brakes with carbon rotors instead of steel rotors ’.
34 
3.1.2.3. The Commission’s assessment  
(A) Distinction by t ype of a ircraft  
(25) The Commission  investigated whether separate markets would exist for the 
manufacturing and supply of AWB by type of aircraft.  
(26) While no universally agreed definition of types of aircraft appears to exist in the industry, the distinction by the types of aircraft presented in Table 1 is generally 
familiar to market participants.  
Table 1 – Presentation by the Notifying Part y of aircraft types  
Type of aircraft  Description  
Commercial / large  Large commercial aircraft equipped with over 100 seats that can travel at least 2,000 
nautical miles (3,704 km), excluding aircraft included in ‘ Military ’. 
Regional / mid -size Fixed wing aircraft with:  
• 20 – 99 passenger seats;  
• more than 99 passenger seats, but with a range of less than 2,000 nautical 
miles; or  
• 19 passenger seats or fewer, but with a MTOW35 exceeding 19,000 lb 
(8,618 kg),  
excluding aircraft included in ‘Business jets ’ or ‘Military ’. 
Business jets  Jet power ed fixed wing aircraft with 19 passenger seats or fewer, excluding aircraft 
included in ‘ Military ’. 
General aviation / 
small  Propeller powered fixed wing aircraft with:  
• 19 passenger seats or fewer; and  
• a MTOW of 19,000 lb (8,618 kg) or less,  
excluding air craft included in ‘Military ’. 
Helicopters  Any civil rotary wing aircraft of any size, excluding rotorcraft included in ‘Military ’. 
Military (fixed wing & 
rotary)  All fixed and rotary wing aircraft acquired by militaries globally, including fighter 
jets, military transports, military tankers, drones36 and helicopters. This includes 
purchases of dual use airframes such as the Boeing 737NG (available for military 
use as the C40 Clipper, Poseidon P8 and E -7A Wedgetail).37 
Source: Form CO, table 97. Segmentatio n based on different areas of supply of AWB by aircraft types 
presented in M.8425 - Safran / Zodiac Aerospace, para.407 –  further amended by the Parties to include 
general aviation/small and business jets.  
(27) According to the results of the market investigation, most customers  consider that  
AWB for different type of aircraft constitute separate product markets due to limited 
substitutability in terms of  product characteristics , applications, regulations and 
prices.  
                                                 
34  Form CO, paragraph 545.  
35  MTOW: maximum take -off weight  
36  Drones are also known as unmanned aerial vehicles (UAVs). Military fixed -wing UAVs are used for 
intelligence, surveillance, target acquisition, reconnaissance and strikes . 
37  A further type of mi litary fixed -wing aircraft are dedicated trainer aircraf t, designed specifically to 
facilitate flight training of pilots.  
 
8 (28) First , a majority of customer that expressed a view say that there are significant 
technical differences between AWB for different types of aircraft  (i.e. general 
aviation , business jets, commercial aircraft , helicopters, etc.)38. The market 
investigation supports a finding that those  significant technical differences between 
AWB of different types of aircraft  are due to different sizes /weight, landing speeds, 
brake wear and regulations . One customer explains that  ‘[i]t will vary considering 
utilization , landing speed, or other characteristics ’.39 Another  customer further 
specifies: ‘ There may be technical differences between different types of aeroplanes, 
class, preferred technology for the aeroplane and/or customer and obviously 
budget ’.40 
(29) When asked to explain the technical dif ferences one customer explains that among 
others, ‘ utilization  [and] landing speed’ are key considerations.41 Another customer 
explains that size and certification regulations do play a role in AWB complexity : 
‘The difference is giv en with the sizing combined with the certification regulations. 
For AWB systems there is a difference in the complexibility (sic) provided based on 
the aircraft application (CS25,etc.), the redundancy  (sic) and the design assurance 
level to be applied play s a significant role for the technical difference ’.42  
(30) The size/weight, landing speed, price and regulation, which appear as decisive 
elements for aircraft wheels and brakes design  typically correspond to a different 
type of aircraft as described by customers. A customer explains: ‘ The loads and 
requirements for a smaller, higher speed fighter aircraft will differ from those for a larger cargo aircraft. The loads for a fixed wing aircraft landing at speed are different from those on a helicopter landing vert ically ’.
43 Similarly a customer 
explains with respect to jet engine and turboprop aircraft, that ‘[t] he main difference 
between these two types of aircraft engines is speed. Turboprop propelled aircrafts cannot reach the same speed as those equipped with jet engines ’.
44 
(31) Second , the Parties’ internal documents further confirm the fact that AWB for 
different type s of aircraft constitute separate product markets  as both Parker and 
Meggitt evaluate internally their competitive position for AWB by type of aircra ft. 
(32) Parker  for example in an internal document titled ‘ [Parker’s internal documents ]’ 
presents a ‘ Market Segmentation’ [Parker’s market analysis ]45 [Parker’s market 
analysis] .46 For each of these markets/segments, Parker considers different 
customers, addres sable market sizes, relevant technologies and investment focuses. 
This clearly shows that Parker internally considers the manufacture and supply of AWB to be specific to and different between different aircraft types.  
                                                 
38  Replies to Questionnaire to AWB customers, question 14.1.  
39  Reply to Questionnaire to AWB customers, question 14.1.1.  
40  Reply to Questionnaire to AWB customers, question 14.1.1.  Courtesy translation. The original Italian 
reads: ‘ ci possono essere differenze tecniche tra i diversi tipi di velivoli, classe, tecnologia preferita per il 
velivolo e/o dal cliente e ovviamente budget ’. 
41  Reply to Questionnaire to AWB customers, question 14.1.1.  
42  Reply to Questionnaire to AWB customers, question 14.1.1.  
43  Reply to Questionnaire to AWB customers, question 14.1.1.  
44  Minutes of a call with a customer, 13 January 2022.  
45  eVTOL: electric vertical take -off and landing . eCTOL: electric conventional take -off and landing.  
46  Reply to Request for Information 4, Annex EC RFI4 -001. 
 
9 (33) Meggi tt, in an internal document prese nting its  strategic plan for breaking systems47, 
distinguish es between [Meggitt’s business strategy] . Similarly in Meggit t’s portfolio 
analysis the market is assessed by type of aircraft splitting between ‘ [Meggitt’s 
business strategy ].48  
(34) Third , industry report s made by an  independent third party also consider the market 
of AWB based on the type of aircraft. The Counterpoint landing gear report 2021,49 
which the P arties define as ‘ a reliable third party estimate to assess the relative 
strength of different competitors ’,50 analyses  the market by aircraft type.  As 
illustrated in Figure 3 below , the report considers the AWB market by type of 
aircraft , including UAV, helicopter, general aviation (‘ GA’), trainers  and business 
jets. 
Figure 3 – Counterpoint  braking systems growth  
 
Source: Form CO, Annex 6C -001 – Counterpoint landing gear 2021 . 
(35) Fourth , on the supply -side, certain manufacturers of AWB  are not active at all for 
certain aircraft types, such as Beringer and Parker in large commercial aircraft  or 
military cargos , or Safran and Honeywell in small general aviation. Even if AWBs 
are not off -the-shelf products and do require the development of a new design for 
each specific platform,  previous know -how and technology developed for AWB for 
a similar aircraft type may typically limit the sunk costs associated with the 
development of a new design.51  
                                                 
47  Form CO, Annex 5.4.B -028, page 30.  
48  Military aircraft is defined in the document as ‘ Military fighter, special mission, trainer, transport, rotary 
wing and UAV ’. 
49  Form CO, Annex 6C -001. 
50  Form CO, paragraph 670.  
51  See e.g. Minutes of a call with a competitor, 9 December 2021.  

 
10 (36) In view of the above , for the purpose of this Decision, considering in particular that 
(i) market participants confirmed that there are significant technica l differences 
between AWB for different types of aircraft , (ii) the Parties ’ internal documents 
highlight differentiated strateg ies for AWB for the different kinds  of aircraft and 
(iii) third party report s assess the AWB market dynamics based on different type s of 
aircraft , the Commission considers it appropriate to define separate product market s 
for AWB  by aircraft type , namely AWB for each of general aviation, business jets, 
UAVs , military fixed -wing  trainers and helicopters . 
(B) Possible distinction  by engine type and weight  
(37) The investigation also looked into whether any sub- categories could be identified 
within each type of aircraft , depending on the engine type and the exact weight of 
the aircraft  – as these aspects have a determining influence on the respective required 
AWB characteristics. The market segmentation by aircraft type already in itself 
corresponds to certain weight ranges (e.g. general aviation aircraft have a MTOW of 19,000 lb or less) or engine types (e.g. business jets are jet engine powered, whereas general aviation aircraft have piston or turboprop engines). However, within these aircraft types, further relevant sub -segments based on weight or engine 
characteristics may exist.  
(38) Based on the results of the market investigation, overall, competitors
52 were of the 
view  that product characteristics and prices are not differentiated within each aircraft 
type, while customers53 had mixed views.  As explained below, there nevertheless 
seems to be a possible distinction within general aviation by engine type  and weight , 
and within business jets by weight.  
(39) For general aviation , the market investigation revealed that a potential segmentation 
based on the type of engine ( e.g. turboprop/ piston) is plausible , as it directly 
influences  landing speeds . While the Notifying Part y submit s that ‘[t] here is a high 
degree of overlap between the speeds at which turboprop and piston aircraft land, as landing speed (and stall speed) is primarily determined by aerodynamic characteristics and aircraft weight ’,
54 it nevertheless appears that certain turboprop 
aircraft have higher landing speeds than most piston aircraft.55 
(40) For example, industry report s made by Counterpoint, an independent third party , 
also consider turboprop aircraft only, excluding piston aircraft from their analysis. The Counterpoint landing gear report 2021
56 states : ‘The scope of this report is 
turbine aircraft only, so we exclude from our analysis wheels and brakes that are supplie d for piston- engine aircraft ’. 
(41) The segmentation  based on type of engine appears  also in the Parties’ internal 
documents, most often singling out ‘t urboprop’  but also, when assessing general 
aviation , defin ing segments by type of engine as illustrated in Figure 4 below  and 
distinguishing piston, turboprop and e lectric engine aircraft with different customers 
and different investment foci. 
                                                 
52  Replies to Questionnaire to AWB competitors, question 17.  
53  Replies to Questionnaire to AWB customers, question 15.  
54  Form  CO, paragraph 78.  
55  See e.g. Form CO, paragraph 77.  
56  Form CO, Annex 6C -001. 
 
11 Figure 4 - General aviation market segmentation  
[Parker’s market analysis]  
Source: Reply to Request for Information 4, Annex EC RFI4 -001 
(42) An entirely different engine type from traditional piston and turboprop engines are 
used in the nascent electric segment (as also described in Figure 4 above). As only 
few aircraft with electric engines are in use today, the exact impact of these new products on the dynamics in the AWB for general aviation market are yet unknown. However, in any case, eVTOL aircraft take off and land vertically, thereby having a very low  landing speed. eCTOL take off and land in a similar way to general 
aviation aircraft with traditional engines – therefore it remains uncertain whether 
these new types aircraft will have a significant impact on AWB requirements.  
(43) The market investigation sh owed that the weight of the aircraft does impact the 
specifications and the parts of the aircraft. A customer explains that weight can impact certification and incidentally specifications for the parts of the aircraft:  
‘Different levels of certification ar e required depending on number of passengers 
that an aircraft can carry and of its weight. They indirectly affect t he specifications 
for the parts of the aircraft, since they establish different requirements in terms of testing, documentation, etc.’
57 Similarly a competitor  explain ed that there can be 
distinctions based on weight for example distinguishing between ‘light’ and ‘upper class GA’ however without a clear threshold between the categories ‘ Within GA, 
there are two categories: light experimental avi ation […] and upper class GA  […] 
There is not a specific weigh or mass threshold between the two categories; it depends on the model. However, light aviation aircrafts tend to be smaller, generally under 1,500 kg.’
58 
(44) For business jets , aircraft weight also appear s to be  a possible differentiated factor  
with respect to the respective AWB requirements, but there do not appear to be  clear 
dividing lines. The Parties’ AWB capabilities appear to be linked to certain aircraft 
weight ranges. For example, Parker at present can address AWB demand for aircraft 
with a maximum MTOW of 18,300 lb59 (yet appears to be working on expanding its 
capabilities beyond that). This shows that aircraft weight is an important 
differentiating factor when considering AWB (and in any cas e is also closely related 
to the definition of separate AWB markets by aircraft type, as generally business jets 
tend to be heavier than general aviation aircraft, and most commercial aircraft are heavier than most business jets, etc.)  
(45) Further, aircraft w eight categories for business jets are sometimes referred to in some 
internal documents related to AWB  (e.g. very light/light/light medium business 
jets
60) or with a specific weight threshold such as ‘<20lbs’ ,61 but no consistent , 
specific or standard  weight categories can be identified .  
                                                 
57  Minutes of a call with a customer, 15 December 2021.  
58  Minutes of a call with a competitor, 15 December 2021.  
59  Form CO, table 127.  
60  Reply to Request for Information  4, Annex EC RFI4 -001. 
61  See e.g. Reply to Request for Information 10,  Annex EC RFI10 -005 - AWB IRD Think Tank 2017 -11-14, 
page 4 . 
 
12 (46) In view of  the above,  for the purpose of this Decision, the Commission  considers 
that defining  the AWB markets by  type of aircraft already generally correspond s to a 
relevant segmentation by weight and engine type.  
(47) A segmentation of AWB markets by engine type could be relevant for general 
aviation (piston and turboprop) and military fixed- wing trainers (turboprop and jet)  
and a segmentation by end- use (civil or military) could be relevant for helicopters . 
The Commissio n considers that these possible segmentations can be left open, since 
(i) for helicopters, the Proposed Transaction raises serious doubts as to its 
compatibility with the internal market for AWB for helicopters overall as well as for civil or military helicopters separately; (ii) for general aviation, the Proposed 
Transaction raises serious doubts as to its compatibility with the internal market for AWB for general aviation overall as well as for AWB for turboprop general aviation separately ; (iii) for mili tary fixed -wing trainers, the Proposed Transaction does not 
raise serious doubts as to its compatibility with the internal market for both military fixed -wing trainers overall, and turboprop and jet trainers separately.  
(48) Finally, i n the absence of specific relevant weight ranges within general aviation and 
business jets , the Commission considers that there is no need to define separate 
markets . The Commission will nevertheless consider supplies’ capabilities in 
relation to specific aircraft weight (e.g. lar ge general aviation aircraft and small 
business jets)  as part of the competitive assessment  of the Proposed Transaction. 
(C) Possible distinction by end -use of the aircraft , i.e. between civil and military  
(49) The Commission investigated whether the markets for the manufacture and supply of AWB should be segmented depending on whether the aircraft is for civil or military use.  
(50) During the market investigation, a  majority of customers, when asked whether there 
is a difference in the AWB they procure for civil and military aircraft, indicates  that 
there are differences in terms of  technical characteristics , cost, regulations  but also 
suppliers depending on end use. A customer states that ‘[t]he requirements for 
military and commercial aircraft are not quite the same, as it depends on the operating conditions. At system level, design principles are common, but each programme should cover all the customer and operations regions’ needs/requirements. Volumes are not comparable from military and civil, and it is one of the main drivers for the production cost and final product price ’.
62 Other 
customers provide more specific statements about certifications and regulatory requirements . For example, a customer considers that the differences lie in 
‘[g]overmental restrictions, architectural differences, certification differences etc ’.
63 
Another customer further explains: ‘ Civil registered aircraft have to be FAA 
certified and qualified. Military aircraft do not have to meet the FAA requirements, 
but do have to meet regulatory requirements from the military customers ’.64 
(51) Nevertheless, w hen asked  whether those differences would apply for similar aircraft 
type such as  a similar helicopter sold both for civil and military use s, customers 
provided mixed replies. A customer explains that the decision to redesign or not is 
                                                 
62  Reply to Questionnaire to AWB customers, question 19.  
63  Reply to Questionnaire to AWB customers, question 19.  
64  Reply to Questionnaire to AWB customers, question 19.  
 
13 made on a case- by-case approa ch: ‘If a military design is intended for civil use (or 
vice- versa) and wants to be used for military use (or vice -versa), its suitability for 
fulfilment of the regulatory basis as well as the performance requirements has to be 
evaluated. In some cases not hing needs to be redesigned, in others a redesign is 
necessary and in some others some kind of limitations need to be imposed’ .65 
Another customer confirms that any potential redesign requirement would, for 
example, depend on the weight difference between t he military and civil version of 
an aircraft : ‘Different requirements might necessitate a redesign for different usage, 
e.g military versions. For example different take off and landing weights ’.66 
(52) In the P arties ’ internal documents, the distinction between military and civil is 
mentioned in several  documents . For example, in a Parker internal document, 
‘Military Aircraft’ (and their respective AWB requirements) are considered on a 
separate slide from general aviation and business jet aircraft (see Figure 5 below). In 
this particular slide, Parker considers turboprop trainer aircraft (as it is not active in 
AWB for jet engine trainer aircraft), UAVs, rotorcraft and fighters/bombers. For 
each of t hese types of military aircraft, Parker identifies specific (and different) 
groups of customers, relevant technologies and investment foci. This document 
therefore not only shows that Parker distinguishes between AWB used for civil and 
military aircraft, b ut also considers significant differences between the different 
types of military aircraft.  Similarly, while some competitors consider the AWB 
supplied for military -fixed wing aircraft overall to be rather homogeneous in terms 
of product characteristics an d prices, another competitor submits that there are 
relevant differentiations ‘[d] epending on request of weight and programme from  
[the] customer ’.67 
Figure 5 – Parker’s view of AWB for different types of military aircraft  
[Parker’s  market analysis]  
Source: Reply to Request for Information 4, Annex EC RFI4 -001. 
(53) Further, an industry report made by Counterpoint, an independent third party , also 
considers the different types of aircraft as illustrated in Figure 3 above  but lists 
helicopters together without splitting between civil and military.  
(54) In view of the above, for the purpose of this Decision, the Commission considers 
that due to different custom er and regulatory requirements, a distinction between 
AWB for civil and military aircraft is relevant.  For helicopters specifically, the 
Commission considers that whether the market should be segmented between civil use and military use  can be left open si nce the Proposed Transaction raises  serious 
doubts as to its compatibility with the internal market for AWB for helicopters overall as well as for civil or  military helicopters separately . Considering military 
fixed -wing UAVs and military fixed -wing trainers, it has to be noted that these do 
not tend to be dual -use concepts, but are developed specifically for military 
applications. The Commission therefore considers that the markets for the manufacture and supply of AWB for military fixed- wing UAVs an d military fixed -
wing trainers are distinct markets.  
                                                 
65  Reply to Questionnaire to AWB customers, question 19.2.  
66  Reply to Questionnaire to AWB customers, question 19.2.  
67  Reply to Questionnaire to AWB competitors, quest ion 17.  
 
14 (D) Possible distinction between AWB original parts and spare parts  
(55) The Commission investigated whether there should be a distinction between the 
supply of the original AWB parts in an aircraft and the suppl y of the spare parts and 
replacement units during its lifetime . 
(56) All the customers that expressed a view during the market investigation confirmed 
that they (or their customers) procure aftermarket supply (i.e. spare parts and replacement units) of AWB from  the same AWB supplier from which they sourced 
the original equipment AWB .
68 
(57) A majority of customers also confirm that spare -part prices  are negotiated together 
with the original equipment contract. One customer explains : ‘Usually there are 
Master Purchase agreement in place which handle Production. Spares and 
Repair ’.69 Another customer confirms that: ‘Negotiated with the original equipment 
contract, in the product support agreement ’.70 Yet another  customer confirms that 
the negotiation is ‘[s] et and approved in the original equipment contract between the 
parties ’.71 And another more specifically states that the price of the spare part is 
defined as a multiple of the OE part ‘usually spare parts price are set multiplying the 
OE by a spare factor ’.72 
(58) In addition IP is usually held by the AWB manufacturer and is needed to produce 
both the original part  and spare parts , as explained by a customer : ‘the AWB is 
qualified as part of the landing gear system and the AWB OEMs hold the IP and other requirements related to manufacture of these products for both production and spare parts ’.
73 This  makes switching very difficult for air framers.  
(59) Lastly, certification of airworthiness , through which aviation agencies such as the 
Federal Aviation Administration (FAA) and the European Union Aviation Safety Agency (EASA)  grant  authorization to operate an aircraft in flight , could be 
invalidated by any part change,  therefore limiting the ability to switch component 
even for replacement units , as explained by a customer : ‘the basi s for airworthiness 
is tied to the data from aircraft level and AWB testing and analysis, using replacement hardware that was not tested or verified to the same extent would invalidate the certification ’.
74 
(60) Nevertheless, f or some smaller aircraft of general  aviation with simpler AWB 
designs , the market investigation suggests that  alternative replacement hardware 
could be envisaged. Such a switch however requires detailed analysis and testing to  
demonstrate interchangeability with the original part and  compli ance with regulatory 
requirements . As explained by the Notifying P arty: ‘AWB OE suppliers tend to focus 
scarce engineering resources on new OEM opportunities, rather than smaller aftermarket -only opportunities ’.
75 However there are number of aftermarket 
                                                 
68  Replies to Questionnaire to AWB customers, question 21.  
69  Reply to Questionnaire to AWB customers, question 22.  
70  Reply to Questionnaire to AWB customers, question 22.  
71  Reply to Questionnaire to AWB customers, question 22.  
72  Reply to Questi onnaire to AWB customers, question 22.  
73  Reply to Questionnaire to AWB customers, question 21.1.  
74  Reply to Questionnaire to AWB customers, question 21.1.  
75  Form CO, paragraph 394.  
 
15 specialists such as Rapco, Grove, Matco and APS that focus on small and general 
aviation aircraft wheel and brake.76 
(61) In view of the above , for the purpose of this Decision, considering in particular  that 
(i) the supply of spare parts is usually linked to the original part contract and 
(ii) significant constraint s limit the development of aftermarket spare parts , the 
Commission is of the view that the product markets for AWB typically include both 
the original parts  and spare parts/replacement units . The only possible exception 
relates to the manufacture and supply of AWB for general aviation, for which the 
Commission considers that the question whether the supply of original parts and 
spare parts are part of the same market can be left open, since t he Proposed 
Transaction raises  serious as to its compatibility with the internal market whether  
AWB for general aviation combin es original parts and spare parts  or only includes  
original parts.   
(E) Possible distinction by brake material ( i.e. steel or  carbon ) 
(62) As to the possible distinction by brake material, the market investigation showed that customers do choose between carbon and steel brakes based on a  trade- off between  
criteria including weight savings , performance, wear out duration, price and 
technical requirements .
77 
(63) Overall , depending on the type of aircraft, the performance and price requirements , 
the aircraft manufacturer decides between steel or carbon , as explained by a 
customer : ‘In relation to aircraft wheels and brakes, as a general rule, [custom er 
name] ’s larger jets use carbon brakes and its smaller jets, turbo prop and piston 
aircraft use steel brakes ’.78 Therefore , the choice of material would typically be 
driven by customer choice, rather than pure technical barriers . The same customer 
explain s that  alternative materials  could be offered by the same supplier , and the 
aircraft manufacturer would consider which offer is the best : ‘The OEM usually 
makes the decision on whether to use carbon or steel brakes as part of its definition of the performance characteristics of the aircraft and taking into consideration the mission profiles and price point for the aircraft. Other factors may also influence the OEM's decision. However, in our experience, the decision on whether to use carbon or steel  is a decision of the OEM. The supplier can always suggest an alternative 
material as part of its bid ’.
79 
(64) Nevertheless, f or certain types of aircraft, such as helicopters and business jets, the 
outcome of that decision- making process appears generally more open than for 
others . Today , general aviation aircraft commercialised typically  have steel brakes, 
while regional  and large commercial aircraft have carbon brakes. For helicopters and 
business jets , however , the evidence suggests that  the two materials com peted  
against each other in the past at least in some specific programs. For helicopters, a 
customer explains that ‘ the material is not specified; only the expected performance 
is specified ’.80 Another customers states  specifically for helicopters that  ‘I specify the 
brake material when awarding the tender to the winning supplier (i.e. suppliers 
                                                 
76  Form CO, paragraph 396.  
77  Replies to Questionnaire to AWB customers,  question 19.2.  
78  Reply to Questionnaire to AWB customers, question 6.  
79  Reply to Questionnaire to AWB customers, question 10.1.  
80  Reply to Questionnaire to AWB customers, question 10.1.  
 
16 could participate with either carbon or steel brake proposals in the tender 
process) ’.81 For business jets , the Parker  internal documents show that the supply of 
AWB for the [Parker tender]  involved a carbon offering , as an alternat ive proposal to  
steel brakes : ‘[Parker customer]  requested a primary proposal utilizing a steel brake 
assembly  [Parker customer]  has shown a strong interest in carbon. Alternate ROM 
proposal for carbon brake to be provided in addition to primary proposal ’.82 
Similarly, for the [Parker tender]  business jet t he RFP received from the customer 
was open to different brake materials83 and Parker bid and won with steel AWB . The 
market investigation therefore  indicates that at least  for some types of aircraft both 
steel brakes and carbon brakes may be considered by air framers  during the design 
stage and earlier stages of the tendering proces s. The market investigation also 
suggested that carbon would become a more viable alternative for general aviation in 
the future as its costs competitiveness increases. In this respect, one customer 
clarified that: ‘ It is likely that, in the future, smalle r aircrafts below 17,000lbs (light 
business jets and GA) start to incorporate carbon brakes on a more regular basis, 
since it is very attractive in terms of weight saving. As carbon technology becomes 
more common in this segment/weight range, prices will decrease proportionately, as 
it normally happens with all technologies as they progressively become more 
widespread’ .84 
(65) Similarly, the Parties ’ internal document do not often track c ompetitive position by 
materials in AWB strategy documents but rather by type of aircraft .85 Still, the 
distinction between carbon  and steel is sometimes mentioned, in particular as a way 
to point to particular strengths  or weaknesses of a given player. For example,  Parker  
in an  internal document86 point s, within each category of  aircraft , to the lack of 
carbon capabilities or carbon pedigree of some competitors and lists  specifically 
carbon capable players  for some categories of aircraft .87  
(66) In view of the above , for the purpose of this Decision, considering in particular that 
steel and carbon brakes do compete against each other for certain programmes, t he 
Commission considers that there is no need to define separate AWB markets  based 
on the brake material (i.e. steel and carbon) . The Commission will nevertheless 
consider supplies ’ capabilities in relation to  the brake  material as part of the 
competitive assessment of the Proposed Transaction . 
(F) Conclusion 
(67) In view of the above, for the purpose of this Decision, the Commission considers it 
appropriate to define separate product market s for the manufacture and supply of 
AWB  for each aircraft type, namely AWB for each of general aviation, business jets, 
military fixed -wing UAVs, military fixed -wing trainers and helicopters .  
(68) For general aviation , the Commission considers that the questions whether the 
market should be segmented (i) between the manufacture and supply of  AWB 
                                                 
81  Reply to Questionnaire to AWB customers, question 10.1.  
82  Reply to Request for Information  2, Annex RFA -0261.  
83  Form CO, paragraph 358.  
84  Minutes of a call with a customer, 13 January 2022.  
85  For Parker: Form CO, Annex 5.4.A 072.  For Meggitt: Form CO, Annex 5.4.B 029.  
86  Reply to Request for Information  6, Annex EC RFI6 -019. 
87  Reply to Request for Information  6, Annex EC RFI6 -019. 
 
17 original parts and spare parts ; and (ii) between AWB for piston and turboprop  
aircraft can be left open, since the Proposed Transaction raises serious as to its 
compatibility with the internal market for AWB for general aviation overall, as well 
as for AWB original parts  separately  and AWB for turboprop aircraft separately .  
(69) For helicopters, the Commission considers that the question whether the market 
should be s egmented between civil use and military use can be left open since the 
Proposed Transaction raises serious doubts as to its compatibility with the internal market for AWB for helicopters overall as well as for civil or military helicopters separately . 
(70) For military fixed -wing trainers, the Commission considers that the  question whether 
the market should be segmented between AWB for turboprop and jet aircraft can be 
left open, since the Proposed Transaction does not raise  serious doubts as to its 
compatibilit y with the internal market for AWB for military fixed -wing trainers 
overall, as well as for military fixed -wing trainers turboprop and jet aircraft 
separately . 
(71) As to the possible segmentations (i) by weight range within each category of aircraft (e.g. gene ral aviation and business jets) and;  (iii) based on brake material (steel and 
carbon) the Commission  concludes that there is no need to define separate markets. 
The Commission will nevertheless consider the suppliers’ capabilities in relation to specific weight range s or brake material as part of the competitive assessment of the 
Proposed Transaction.  
3.1.3. Geographic market definition  
3.1.3.1. The Commission’s past practice  
(72) In its previous decisional practice, the Commission consistently defined the geographic markets for the supply of various commercial aircraft component s as 
worldwide in scope.
88 This was confirmed in Safran / Zodiac Aerospace , where the 
Commission defined the geographic market for the supply of various aerospace systems and components, including aircr aft wheels and brakes, as worldwide.
89  
(73) In contrast, for specific military and defence applications, the Commission has, in line with its past decisional practice on military equipment ,
90 left open in Safran / 
Zodiac Aerospace  the possibility to define marke ts on an EEA -wide or national basis 
due to, among other  factors , the existence of specific government regulations (such 
as export restrictions) or national security -related preferences for local suppliers.91  
3.1.3.2. The Notifying Part y’s view  
(74) The Notifying Party  submits  that the relevant geographic market for AWB  is global. 
In particular, the Notifying Party  consider s that both Parker and Meggitt supply 
wheels and brakes to almost all major airframers globally, including to airframers 
                                                 
88  See e.g: Commission decision in case M.6410 -  UTC/ Goodrich, paragraph 45.  
89  Commission decision in case M.8425 -  Safran / Zodiac Aerospace , paragraphs  297-298. 
90  Commission decision in case COMP/M.4653 –  MBDA  / Bayern - Chemie , paragraphs  21-23; Commission 
decision in  case COMP/M.5032 –  Roxel  / Protac , paragraph 33.  
91  Ibid. paragraphs 299- 300.  
 
18 headquartered in Europe, the U S, Brazil, China, Japan, Taiwan, South Korea, 
Canada and Israel. The Notifying Party  argue s that ‘competitors similarly supply 
wheels and brakes to airframers in a wide range of countries. Aircraft wheel and 
brake suppliers also supply aftermarket spares directly to aircraft operators who are located in almost every country in the world’ .
92  
(75) In addition, the Notifying Part y consider s there to be a global market for wheels and 
brakes for military aircraft as well as civil aircraft since ‘ military customers d o not 
appear to materially prefer national suppliers so long as the suppliers can fulfil the relevant procurement/regulatory requirements ’.
93 In support of this, the Notifying 
Party  stresses  that ‘ the UK does not currently produce any significant number of 
military aircraft domestically, relying primarily on US and pan- European 
platforms ’94 and explains that ‘ [e]quipment supplied by Honeywell, Raytheon, 
Safran, Meggitt and Parker is used extensively on major Western military 
airframes’95 given that they ‘ all c ompete in the supply of wheels and brakes for 
military aircraft manufactured in the US’.96 
3.1.3.3. The Commission’s assessment  
(76) The large majority of respondents to the Commission’s  market investigation, both 
customers and competitors, confirmed that the market for the manufacture and 
supply of AWB  should be considered global in scope .97 One customer explained that 
it has ‘ the freedom to procure wherever is available ’98 while another stressed that 
the request for proposal is sent to multiple suppliers globally .99 In addition, s everal 
customers reported  that they procure AWB in various regions  of the world.100 
Similarly, a competitor submitted that it ‘ supplies customers at the worldwide 
level’ .101 
(77) Some market participants pointed to the possibility that, f or some military  
applications  and in particular highly  sensitive programmes, the market could be 
narrower than global. In this respect, some customers  submitted that (i) very specific 
military programme s may require that wheels and brakes be procured locally , 
meaning in  the country where the aircraft is being manufactured  or those countries 
participating  in the programme ,102 and that (ii) export control measures  and 
regulations such as ITAR, may impose restrictions for non- allied countries .103 
However, the market investigation  suggests that those restrictions would not be 
typical in those markets but rather the exception.104 In addition, a ll competitors 
                                                 
92  Form CO, paragraph 652.  
93  Form CO, paragraph 653.  
94  Ibid. 
95  Ibid.   
96  Ibid.  
97  Replies to Q uestionnaire to AWB competitors, question 31; Replies to Questionnaire to AWB customers, 
question 24.  
98  Reply to Questionnaire to AWB customers, question 24.1.  
99  Reply to Questionnaire to AWB customers, question 24.1.  
100  Replies to Questionnaire to AWB customers, question 24.1.  
101  Reply to Questionnaire to AWB competitors, question 31.1.  
102  Replies to Questionnaire to AWB customers, question 24.1.  
103  Reply to Questionnaire to AWB customers, question 24.1.   
104  Replies to Q uestionnaire to AWB customers, replies to question 20.  
 
19 replying to the market investigation did not consider  narrower geographic markets as 
relevant for the manufacture and supply of wheels and brakes for military aircraft .105 
(78) Regarding a  possible global market excluding some specific countries (i.e. China 
and Russia , where conditions of supply and demand may differ ), a majority of 
competitors explained that they supply customers in thes e two countries.106 One 
competitor explained that its customers in these two countries are typically Chinese 
and Russian airlines. Cu stomers  unanimously indicated that suppliers in Russia and 
China would typically not be alternatives .107 Some customers have al so explained  
that, in any event , there are no AWB  suppliers in these countries.108  
(79) In view  of the above, for the purpose of this Decision, the Commission considers 
that the relevant geographic market for the manufacture and supply of AWB  is 
global in scope. The results of the market investigation do not support the existence 
of narrower geographic markets even for military applications.  
3.2. Aerospace pneumatic valves  
(80) Aerospace valves control fluid or air/gas in various aircraft systems. These  systems 
convey liquid or air/gas throughout the aircraft to perform different functions. 
Examples include the pneumatic systems, hydraulic systems, fuel systems, and water and waste systems.  
3.2.1. Overview of the Parties’ activities  
(81) While Parker is active in the supply of various aerospace valves  for both engine and 
airframe applications, Meggitt is  primarily  active in  the supply of pneumatic valves 
for engine  applications, mainly  for military applications.  
3.2.2. Product market definition 
3.2.2.1. The Commission’s past prac tice 
(82) In GE / Honeywell , the Commission has examined  engine controls, which included 
different type s of valves (bleed valves, control valves, anti -ice valves, solenoid 
valves) as well as other products such as air turbine starters, coolers, sensors, filters  
and other miscellaneous components.
109 The Commission concluded that each of 
those  products should be considered to constitute a separate market.110 Accordingly, 
all types of valves (e.g. pneumatic, hydraulic, fuel) were assessed within the same 
product market without segmenting further.111 
(83) In this previous  case, the market investigation showed that it would not be 
appropriate to identify separate markets for each of the engine control products 
                                                 
105  Replies to Questionnaire to AWB competitors, question 31.  
106  Replies to Questionnaire to AWB competitors, question 32.  
107  Replies to Questionnaire to  AWB  custome rs, question  25.  
108  See replies to Questionnaire to AWB customers, question 25.1.  
109  Commission decision in case M.22 20 - GE / Honeywell , paragraphs 332- 336. 
110  Ibid. paragraph 332.  
111  Ibid. 
 
20 (including  valves) according to the different jet aircraft engi nes (for large 
commercial aircraft, regional aircraft, and corporate aircraft).112  
(84) While the Commission has not previously segmented the market for aircraft valves 
according to the type of valves , in Safran / Zodiac  the Commission considered , as 
part of its  competitive assessment , the upstream market for ‘air valves’  
(i.e. pneumatic valves) .113 
3.2.2.2. The Notifying Party ’s view  
(85) The Notifying Party  consider s the relevant product  market to be the supply of 
aerospace pneumatic valves and that no further segmentation of aerospace pneumatic valves is appropriate .
114 
(86) Regarding a possible segmentation between  airframe and engine systems, the 
Notifying Party  consider s that aerospace pneumatic valves used for airframe and 
engine systems form part of the same product market , since the functionality and 
characteristics of an aerospace pneumatic valve are fundamentally the same regardless of whether the valve is used in the airframe or engine system.
115  
(87) As to a possible segmentation by valve type  (e.g. engine control valves, ant i-ice 
valves, bleed -air valves etc.) , the Notifying Part y consider s that there are no material 
differences in demand - and supply -side dynamics that would justify a segmentation 
of aerospace pneumatic valves by specific valve type.116 
3.2.2.3. The Commission’s assessm ent 
(88) Aerospace valves are components used to control fluid or air/gas flow in various 
aircraft systems, including the pneumatic systems, hydraulic systems, fuel systems, 
and water and waste systems.  Aerospace pneumatic valves  is the only sub- set of 
aerospace valves  in which the Parties are both active . 
(89) As will be further explained below, the Commission considers that the exact product 
market definition for pneumatic valves can be left open since the Proposed 
Transaction does not raise serious doubts as to it s compatibility with the internal 
market for both pneumatic valves  overall as well as for potential narrower pneumatic 
valve markets distinguishing between (i) airframe and engine systems or (ii) segmented by valve type.  
(A) The distinction between pneumatic valves for airframe and engine systems  
(90) The Commission’s market investigation was not entirely conclusive as to whether 
pneumatic valves should be segmented between valves for airframe systems and for 
engine systems. On the one hand, a  majority of competito rs and customers providing 
a view consider that pneumatic valves used for airframe system and  pneumatic 
valves used for engine system are not  substitutable . Some participants pointed 
specifically to the different characteristics between  pneumatic valves used for 
                                                 
112  Ibid. paragraph 334.  
113  Commission decision in case M.8425 -  Safran / Zodiac Aerospace , paragraph 505.  
114  Form CO, paragraph.  923.  
115  Ibid. Paragraph 924.  
116  Ibid. Paragraph 932.  
 
21 airframe  application and those used for engines , such as vibration, temperature, 
environmental and operating  parameters ,117 On the other hand, several other 
responses  stressed the existence of common characteristics. One competitor 
explained that ‘[ i]n general, pneumatic valves used for airframe systems and engine 
systems contain similar technology, similar materials and similar manufacturing 
processes. [The Company]  primarily builds and develops  products based on 
customer specification. Therefore, t he technology, material and processing needed 
for a pneumatic valve in either an airframe system or engine systems is dictated 
more by the system  requirements and less by the distinction between airframe and 
engine application’ .118 Another competitor explained that ‘ a manufacturer of 
pneumatic  valves for airframe systems could begin producing pneumatic valves for 
engine systems. Much of the  technical know -how and manufacturing knowledge is 
similar ’.119 Finally, a  majority of pneumatic valve suppliers do supply pneumatic 
valves for both engine and airframe systems .120 
(91) For the purpose of this Decision, the Commission considers that it is not necessary to conclude  as to whether the manufacture and supply of pneumatic valves should be 
segmented between pneumatic valves for engine and valves for airframe systems 
since the Proposed Transaction does  not raise serious doubts as to its compatibility 
with the internal market irrespective of this distinction.   
(B) The distinction between different type s of pneumatic valves  
(92) The majority of pneumatic valve competitors  replying to the market investigation 
indicated that the different types of pneumatic valves , including engine pneumatic 
valves  (e.g. engine control, anti -ice valves  or bleed air valves) are comparable in 
terms of product characteristics . In this respect, one  pneumatic valve supplier 
explained that ‘[D ]ifferent types of engine pneumatic valves must operate in similar 
environments ’.
121 This view was also shared by one customer who has pointed to the 
importance of suppl y side substitutability and explained that ‘[T]he skills and 
technology required to design and manufacture them are, however, more common across valve types. In other words there is considerable supply -side substitutability 
for these products within the pool of suitably -qualified providers ’.
122 
(93) Customers’ views were mixed and no majority emerged in favour of any 
delineation.123 For instance, the same customer pointing the importance of supply 
side substitutability between different types of pneumatic valves als o reported that 
‘[P]neumatic valves manufactured for different purposes are not functionally 
interchangeable because  they are designed specifically for each purpose ’.124 
(94) In view of the above, f or the purpose of this Decision, the Commission considers 
that it is not necessary to conclude as to whether the manufacture and supply of pneumatic valves , including engine pneumatic valves, should segmented by type , 
                                                 
117  Replies to Questionnaire to pneumatic valve competitors , question 3 .1. 
118  Reply to Questionnaire to pneumatic valve competitors , question 3 .1.  
119  Reply  to Questionnaire to pneumatic valve competitors , question 3 .1.  
120  Replies  to Questionnaire to pneumatic valve competitors , question 3 .1.  
121  Reply  to Questionnaire to pneumatic valve competitors , question 6 .1.  
122  Reply to  Questionnaire to pneumatic  valve customers , question 5 .1. 
123  Replies  to Questionnaire to pneumatic valve customers , question 3 .1. 
124  Reply  to Questionnaire to pneumatic valve customers , question 5 .1. 
 
22 namely engine pneumatic valves for eng ine control , for bleed air and for anti -ice, 
since the Proposed Transaction will not raise serious doubts as to its compatibility 
with the internal market irres pective of this  distinction.  
3.2.3. Geographic market definition  
3.2.3.1. The Commission’s past practice  
(95) In GE / Honeywell , the Commission considered that the relevant geographic market 
for engine  sub- components was worldwide.125 
(96) Similarly, in Safran / Zodiac , the market investigation confirmed that all markets for 
the supply of commercial aerospace sub- systems and components were global from 
the perspective of both aircraft manufacturers and suppliers given the global organisation of procurement and supply.
126 For military and defence applications , 
there were indications that the market could be narrower than global but the 
Commission ultimately left the market definition open.127  
3.2.3.2. The Notifying Party ’s view  
(97) The Notifying Part y consider s the relevant market to be the supply of aerospace 
pneumatic valves on a global basis due to the fact that these products are sourced globally, there are significant global trade flows, transport costs do not play a significant role and customers generally apply a worldwide purchasing policy.
128  
(98) The Notifying Part y further consider s that from a supply -side perspective, the 
manufacturing o f aerospace pneumatic vales is also organised on a worldwide scale 
and suppliers are active across borders. Likewise, prices are quoted on a worldwide basis and do not differ according to geographic regions.
129 
3.2.3.3. The Commission’s assessment  
(99) The large majority of the respondents to the Commission’s market investigation, both customers and competitors, confirmed that the market for the manufacture and supply of pneumatic valves  should be considered global in scope. One pneumatic 
valve customer explained that ‘ [t]he supply base is located globally ’.
130 A pneumatic 
valve supplier stressed that its ‘ customers are all over the world’ .131 This view was 
also confirmed by another competitor who explained that ‘[ w]e supply to customers 
located on several different continents’ .132 
(100)  In view of the above , for the purpose of this Decision, the Commission considers 
that the geographic market for aerospace pneumatic valves  is likely global in scope.  
                                                 
125  Commission decision in case M.22 20 - GE / Honeywell , paragraph 336.  
126  Commission decision in case M.8425 -  Safran / Zodiac Aerospace , paragraph 298.  
127  Commission decision in case M.8425 -  Safran / Zodiac Aerospace , paragraph 299.  
128  Form CO, paragraph.  911. 
129  Ibid. 
130  Reply  to Questionnaire to pneumatic valve customers , question 5.  
131  Reply  to Questionnaire to pneumatic valve competitors , question 10.1 . 
132  Reply to Questionnaire to pneumatic valve competitors , question 10.1 . 
 
23 4. COMPETITIVE ASSESSMENT  
4.1. Legal framework  
(101)  When the parties to a concentration are actual or potential competitors in one or 
more of the relevant product markets, the Transaction gives rise to horizontal effects. 
The Commission Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations betwe en undertakings (the 
‘Horizontal Merger Guidelines’)
133 distinguish between two main ways in which 
mergers may significantly impede effective competition, namely non -coordinated 
and coordinated effects. In the present case, non- coordinated effects arise.  
(102)  Non-coordinated effects may significantly impede effective competition by 
eliminating important competitive constraints on one or more firms, which consequently would have increased market power. The Horizontal Merger Guidelines consider not only the direct l oss of competition between the merging 
firms, but also the reduction in competitive pressure on non- merging firms in the 
same market that could be brought about by the merger.
134 
(103)  The Horizontal Merger Guidelines list a number of factors which may influence whether or not significant non- coordinated effects are likely to result from a merger, 
such as the large market shares of the merging firms, the fact that the merging firms are close competitors, the limited possibilities for customers to switch suppliers, or the fact that the merger would eliminate an important competitive force. That list of factors applies equally if a merger would create or strengthen a dominant position, or would otherwise significantly impede effective competition due to non- coordinate d 
effects. Furthermore, not all of those factors need to be present to make significant non-coordinated effects likely and this is not an exhaustive list.
135 
(104)  Furthermore, in accordance with the Horizontal Merger Guidelines, a merger with a potential competitor can have horizontal anti -competitive effects in two situations: 
(i) where the potential competitor constrains the behaviour of firms active in the market, notably when the potential competitor possesses assets that could easily be 
used to enter the market without incurring significant sunk costs or (ii) where the 
merging partner is very likely to incur the necessary sunk costs to enter the market in 
a relatively short period of time after which it would constrain the behaviour of firms 
currently active i n the market.
136 
(105)  For the merger  with a potential competitor  to have significant anti -competitiv e 
effects, two basic conditions must be fulfilled. First, the potential competitor must already exert a significant constraining influence or there must be a signi ficant 
likelihood that it would grow to become an effective competitive force. Evidence 
that a potential competitor has plans to enter a market in a significant way could help the Commission reach such a conclusion. Second, there must not be a sufficient 
                                                 
133  OJ C 31, 5.2.2004, p. 5.  
134  Horizontal Merger Guidelines, paragraph 24.  
135  Horizontal Merger Guidelines, paragraph 26.  
136  Horizontal Merger Guidelines, paragraph 59.  
 
24 number of other potential competitors, which could maintain sufficient competitive 
pressure after the merger.137 
4.2. Aircraft Wheels and Brakes  
4.2.1. Introduction  
(106)  The Transaction gives rise to horizontally affected markets in relation to the manufacturing and supply of AWB for certain aircraft types.  These markets for the 
manufacturing and supply of AWB share a number of features, principally related to the procurement process. 
(107)  Customers in the aerospace manufacturing industry source AWB via tenders, usually for the duration of the aircraft programme in question, which may  last several 
decades. Due to the long lifecycle of aircraft, tenders are infrequent –  customers  (and 
in particular airframers)  for example explain that in the last ten years they launched 
five or less  procurement processes for AWB .
138 This is why the competitive 
assessment below relies on historic market shares data beyond three years (i.e. of the last five years) as well as on tender data over the last ten years.   
(108)  Customers  (airframers) may solicit bids from integrators (i.e. vertically integrated 
landing gear suppliers ) and from component suppliers for the same opportunity. 
Ultimately, most rely on a single supplier for a given aircraft programme,
139 with 
relationships being largely histo rical and generally based on trust.  
(109)  Customers generally organise tenders to solicit bids from AWB suppliers. However, they regularly also engage with AWB suppliers in technical and commercial discussions ahead of issuing a formal tender – the majority of c ustomers expressing 
their view submits that they formally or informally contact 3 or less AWB 
manufacturers ahead of the formal tender.
140 Indeed, a majority of customers state 
that they discuss the topic of price for the first time with AWB suppliers either  when 
engaging in informal pre -tender contacts or when inviting AWB suppliers to submit 
bids.141 To a certain extent, price formation therefore already takes place before the 
formal bidding interaction. Ultimately, a majority of customers expressing their view 
submit that they receive 3 or less formal bids in their tenders.142  
(110)  Regarding tender data, the Notifying Part y provided information on the tenders in 
which Parker and Meggitt participated during the 2012- 2021 period i n the 
overlapping markets, together w ith which competitors each Party recorded in their 
internal tender data documents (if any), and specifying whether each Party decided to ultimately bid or not for that opportunity ( ‘the Opportunity Data ’). The exercise 
showed that competitors were only rec orded in [30 -40]% of the tender documents 
for AWB tenders in which Meggitt participated and in [10- 20]% of the tender 
documents for AWB tenders in which Parker participated. It also showed that in 
certain instances, one Party thought that the other might be participating (i.e. was 
                                                 
137  Horizontal Merger Guidelines, paragraph 60.  
138  Replies to Questionnaire to AWB customers, question 27.1.  
139  Replies to Questionnaire to AWB customers, question 29.  
140  Replies to Questionnaire to AWB customers, question 33.  
141  Replies to Questionnaire to AWB customers, question 31.  
142  Replies to Questionnaire to AWB customers, question 34.  
 
25 recorded as a competitor for that opportunity) even if the latter in fact did not 
participate.  
(111)  Suppliers often  sell the original equipment  AWB at cost and generate profits in the 
aftermarket part of the business. Moreover, supplie rs seem to focus on their core 
areas and rarely depart from them due to, among others, the need to incur development costs in order to participate in tenders for other segments where their presence is much smaller.
143  
(112)  The markets for the manufacturing and s upply of AWB are characterised by high 
barriers to entry , including  in terms of capital investment.  Importantly , market 
participants explained that previous experience with the specific customers as well as the reputation and brand recognition of a supplier are key parameters of competition . 
In this respect, one competitor stressed that ‘ brand image is important and 
appreciated by customers, and that could pose a barrier to entry for market entrants ’.
144 Similarly, o ne customer explained that ‘ lacking the technical expertise 
and experience with the different types of braking systems creates a barrier to enter into the AWB market ’.
145 
(113)  These market dynamics also drive the Parties’ position s in AWB, where they in part 
focus on different markets  and so far ha ve only engage d to a limited extent head -to-
head in formal tenders. This is largely driven by the above market characteristics and does not evidence a lack of competitive constraints. The existence of specific 
competitive constraints between the Parties is  further explained in reference to each 
of the AWB markets considered below.  
4.2.2. Market shares  
(114)  The Transaction gives rise to a number of affected markets in relation to the manufacture and supply of AWB. The m arket shares presented below are calculated 
for AWB  by aircraft type in value and include both the manufacture and supply of 
AWB for original equipment as well as spare parts.
146 The market shares for any 
potential relevant segmentation of those markets will be presented in the respective corresponding secti ons below. 
(115)  With respect to AWB for general aviation, the Parties’ combined market shares in the years 2016- 2020 range between [40- 50]% and [40- 50]%. Considering the overall 
five year period between 2016- 2020, the  Parties’ combined market share is 
[40-50]%. 
                                                 
143  See e.g. Replies to Questionnaire to AWB customers, question 55.  
144  Minutes of a call with  a competitor, 15 December 2021.  
145  Minutes of a call with a customer, 15 December 2021.  
146  AWB m arket shares in the below  tables are rounded with no decimals . Furthermore, t he Parties’  combine d 
market shares  over the period 2016- 2020 were computed based o n their sales during this period rather 
than by calculating the average of their combined annual market share over that period.  
 
26 Table 2 – AWB for general aviation, 2016- 2020 market shares  
AWB for g eneral aviation – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [40-50]% [40-50]% [40-50]% [40-50]% [40-50]% 
Meggitt  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [40-50]% [40-50]% [40-50]% [40-50]% [40-50]% 
Beringer  [20-30]% [20-30]% [20-30]% [20-30]% [20-30]% 
Raytheon  [5-10]% [5-10]% [5-10]% [5-10]% [5-10]% 
Others  [20-30]% [20-30]% [20-30]% [20-30]% [20-30]% 
Total  100%  100%  100%  100%  100%  
Source: Annex EC RFI 13 -001. 
(116)  With respect to AWB for business jets, the Parties’ combined market shares in the 
years 2016 -2020 range between [50- 60]% and [60-70]%. Considering the overall 
five-year period between 2016- 2020, the Parties’ combined market share is 
[60-70]%. 
Table 3 – AWB for business jets, 2016- 2020 market shares  
AWB for business jets  – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Meggitt  [60-70]% [60-70]% [50-60]% [50-60]% [60-70]% 
Combined  [60-70]% [60-70]% [50-60]% [60-70]% [60-70]% 
Raytheon  [30-40]% [30-40]% [30-40]% [20-30]% [20-30]% 
Safran  [5-10]% [5-10]% [5-10]% [0-5]% [0-5]% 
Beringer  [0-5]% [0-5]% [0-5]% [5-10]% [5-10]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  
Sources: Annex EC RFI 13 -001. 
(117)  With respect to AWB for helicopters, the Parties’ combined market shares in the years 2016 -2020 range between [70- 80]% and [80-90]%. Considering the overall 
five-year period between 2016- 2020, the Parties’ combined market share is 
[80-90]%. 
 
27 Table 4 – AWB for helicopters, 2016- 2020 market shares  
AWB for helicopters  – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [40-50]% [50-60]% [50-60]% [60-70]% [50-60]% 
Meggitt  [30-40]% [20-30]% [20-30]% [20-30]% [20-30]% 
Combined  [70-80]% [80-90]% [80-90]% [80-90]% [80-90]% 
Safran  [5-10]% [5-10]% [10-20]% [0-5]% [5-10]% 
Honeywell  [5-10]% [5-10]% [0-5]% [5-10]% [0-5]% 
Others  [5-10]% [5-10]% [5-10]% [5-10]% [5-10]% 
Total  100%  100%  100%  100%  100%  
Source: Annex EC RFI 13.001. Combination of civil helicopters and military rotorcraft . 
(118)  With respect to AWB for military fixed -wing UAVs, the Parties’ combined market 
shares in the years 2016- 2020 range between [0 -5]% and [60- 70]%. Considering the 
overall five -year period between 2016 -2020, the Parties’ combined market share is 
[50-60]%. 
Tabl e 5 – AWB for military fixed -wing UAVs, 2016- 2020 market shares  
AWB for military fixed -wing UAVs  – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [0-5]% [30-40]% [0-5]% [60-70]% [60-70]% 
Meggitt  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [0-5]% [30-40]% [0-5]% [60-70]% [60-70]% 
Raytheon  [90-100]% [70-80]% [0-5]% [40-50]% [30-40]% 
Safran  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  0% 100%  100%  
Source: Annex EC RFI 13 -001. 
(119)  With respect to AWB for military fixed -wing trainers, the Parties’ combined market 
shares in the years 2016- 2020 range between [0 -5]% and [70- 80]%. Considering the 
overall five -year period between 2016 -2020, the Parties’ combined marke t share is 
[20-30]%. 
 
28 Table 6 – AWB for military fixed -wing trainers, 2016- 2020 market shares  
AWB for military fixed -wing trainers  – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [20-30]% [0-5]% [0-5]% [0-5]% [40-50]% 
Meggitt  [0-5]% [0-5]% [0-5]% [20-30]% [20-30]% 
Combined  [20-30]% [0-5]% [0-5]% [20-30]% [70-80]% 
Raytheon  [0-5]% [0-5]% [0-5]% [0-5]% [10-20]% 
Others  [70-80]% [90-100]% [90-100]% [70-80]% [10-20]% 
Total  100%  100%  100%  100%  100%  
Source: Annex  EC RFI 13 -001. 
4.2.3. The Notifying Part y’s view  
(120)  The Notifying Party  submits  that the Transaction will not give rise to a significant 
impediment to effective competition in the supply of AWB , or in any potentially 
relevant sub -segment for the following reasons147: 
(a) The Transaction will result in only a very small [0-5]% increment in the 
Parties’ combined market share to [20-30]% in the alleged  global market for 
wheels and brakes.  
(b) The competitive landscape is diverse  and the Parties will continue to face a 
range of s trong competitors, including Raytheon (via its Collins Aerospace 
division), Safran, Honeywell, Beringer and a number of other dynamic rivals. 
(c) The Transaction will not eliminate a close competitor or significantly reduce 
competitive pressure in the market s ince the Parties are not particularly close 
competitors  in the supply of AWB  with largely distinct product ranges  and a 
limited history of direct competition in the supply of AWB . Parker focuses 
primarily on wheels and brakes for smaller aircraft  (i.e. sma ll piston and 
turboprop general aviation aircraft with a MTOW of less than 19,000 lb (8,618 kg)) while Meggitt primarily focuses on high performance brakes for larger and faster aircraft.  
(d) The Parties rarely compete in tenders for new aircraft programmes. T hey 
only meet from time to time and more frequently find themselves up against other competitors, such as Collins and Safran. 
(e) Sophisticated airframers such as Airbus, Boeing and Textron will continue to exercise strong countervailing bargaining power. Such  buyer power is 
maximised by structuring procurement in the form of long term, high value tenders.  
(f) Large tenders for new aircraft development programmes will continue to spur 
competition by providing a significant incentive for a wide range of suppliers to bid. New aircraft programmes generally require AWB suppliers to design 
                                                 
147  Form CO, paragraph 783.  
 
29 bespoke solutions and by providing sufficient time  and scale for successful 
bidders to develop wheel and brake solutions that meet programme 
requirements. Any potential advantages of i ncumbency through supplying a 
previous programme to the same airframe manufacturer are therefore limited.  
(g) Barriers to entry, repositioning and expansion are low and will not be 
affected by the Transaction.  
4.2.4. The Commission’s assessment  
4.2.4.1. General aviation  
(A) The Parties’ activities  
(121)  Parker is the clear market leader in AWB for general aviation  (GA)  and supplies 
AWB for a wide range of GA aircrafts. Parker supplies the whole  range of GA 
aircraft from smaller piston aircraft to turboprop and electric aircraft.  
(122)  Meggi tt currently has a small presence in AWB for GA. It supplies AWB for one 
large in-production turboprop GA  aircraft , the Textron / Beechcraft King Air . 
However, Meggit t is competing for other GA AWB opportunities – generally for 
larger GA aircraft , and recently won a tender for  an electrically powered GA  aircraft 
– the [Meggitt tender] .  
(B) Market structure  
(123)  As detailed above in Table 2, the AWB for GA market is highly concent rated. Parker 
has a 2020 market share of [40- 50]%, Meggitt of [0 -5]% and the Merged Entity of 
[40-50]%. Considering  the years 2016- 2020, the Parties’ combined market shares 
range between [40- 50]% and [40- 50]%. The average Parties’ combined market share 
for the five year period between 2016- 2020, is [40- 50]%.  
(124)  The Tables below provide the market shares of the Parties and their competitors for AWB in value for the overlapping market segment s following a distinction by 
engine type, i.e. turboprop,
148 and following  a distinc tion between the supply of 
original (‘OE’) parts and spare parts . 
Table 7 – AWB for general aviation , turboprop aircraft , 2016- 2020 market shares  
AWB for general aviation - turboprop aircraft  
  2016  2017  2018  2019  2020  
Parker  [50-60]% [60-70]% [60-70]% [50-60]% [60-70]% 
Meggitt  [5-10]% [5-10]% [0-5]% [5-10]% [0-5]% 
Combined  [60-70]% [60-70]% [60-70]% [60-70]% [60-70]% 
Raytheon  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Others  [20-30]% [20-30]% [20-30]% [20-30]% [20-30]% 
Total  100%  100%  100%  100%  100%  
Source:  Reply to Request for Information 13, Annex EC RFI 13 -001. 
                                                 
148  Meggitt does not manufa cture and supply AWB for piston- powered aircraft.  
 
30 Table 8 – AWB for general aviation, OE only, 2016- 2020 market shares  
AWB for general aviation -  OE only  
  2016 2017 2018 2019 2020 
  Overall Turboprop  Overall Turboprop  Overall Turboprop  Overall Turboprop  Overall Turboprop  
Parker  [50-60]% [70-72% [50-60]% [70-80]% [50-60]% [70-80]% [40-50]% [60-70]% [50-60]% [70-80]% 
Meggitt  [5-10]% [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% [0-5]% [5-10]% 
Combined  [50-60]% [80-90]% [50-60]% [80-90]% [50-60]% [80-90]% [50-60]% [70-80]% [50-60]% [70-80]% 
Beringer  [30-40]% - [30-40]% - [30-40]% - [30-40]% - [30-40]% - 
Raytheon  [5-10]% [10-20]% [5-10]% [10-20]% [5-10]% [10-20]% [5-10]% [10-20]% [5-10]% [10-20]% 
Others  [0-5]% [0-5]% [5-10]% [0-5]% [5-10]% [5-10]% [10-20]% [5-10]% [5-10]% [5-10]% 
Total  100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 
Source:  Reply to Request for Information 13, Annex EC RFI 13 -001. 
Table 9 – AWB for general aviation, spare parts only, 2016- 2020 market shares  
AWB for general aviation - spare parts only  
  2016  2017  2018  2019  2020  
Parker  [30-40]% [30-40]% [30-40]% [20-30]% [30-40]% 
Meggitt  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Combined  [30-40]% [30-40]% [30-40]% [30-40]% [30-40]% 
Beringer  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Raytheon  [5-10]% [5-10]% [0-5]% [0-5]% [0-5]% 
Others  [40-50]% [40-50]% [40-50]% [40-50]% [40-50]% 
Total  100%  100%  100%  100%  100%  
Source:  Reply to Request for Information 13, Annex EC RFI 13 -001. 
(125)  The AWB for turboprop GA segment149 is even more concentrated than the overall 
market. Parker has in  2020 a market share of [60- 70]%, Meggitt of [0 -5]% and the 
Merged Entity of [60- 70]%. Considering the 2016- 2020 five -year period, the 
Merged Entity’s combined average share would also be [60- 70]%.  
(126)  With regards electrically powered GA, the Parties where not able to provide market 
shares stating that ‘ it is not possible to calculate market shares for AWB for 
electrically powered aircrafts ’150 as it is a nascent segment  and only marginal 
numbers of AWB have been supplied to this date as explained by the Parties: ‘ the 
market size is de minimis, and has been for each year between 2016 and 2020’ .151 
(127)  The AWB for OE  only segment is also even more concentrated than the overall 
market. Parker has a 2020 market share of [50- 60]%, Meggitt of [0 -5]% and the 
Merged Entity of [50- 60]%. Considering the 2016- 2020 five -year period, the 
Merged Entity’s combined share would be [50- 60]%. 
                                                 
149  Meggitt does not manufa cture and supply AWB for piston- powered aircraft.  
150  Reply to Request for Information  17, question 1. 
151  Reply to Request for Information  17, question 1. 
 
31 (128)  The Merged Entity would therefore have a very large market share, significantly in 
excess of 50% on the AWB for turboprop GA segment and on the AWB for OE only segment. According to the Horizontal Merger Guidelines, ‘ very large market shares 
– 50% or more – may in themselves be evidence of the existence of a dominant 
market position’.
152 Therefore, while other factors need to be taken into account 
(e.g. the ability of competitors to effectively constrain the Merged Entity), the 
Merged Entity’s market share of over 50% is an indication for a dominant market position. On the overall AWB for GA market,  the parties have a combined market 
share between 40% an d 50% . According to the Horizontal Merger Guidelines, ‘ [t]he 
Commission has […]  in several cases considered mergers resulting in firms holding 
market shares between 40% and 50%, and in some cases below 40%, to lead to the creation or the strengthening of a dominant position’ .
153 Therefore,  the transaction 
could also lead to a dominant market position on this market. 
(129)  The AWB for GA market overall, as well as the plausible segments for turboprop 
GA and for GA OE only , are already highly concentrated pre- Transaction, and 
would be even more so post -Transaction. On the overall market, t he Notifying Part y 
attribute s a market share to four active suppliers by name, namely Parker, Meggitt, 
Raytheon and Beringer –  with an additional [20- 30]% of the market accounted for  by 
‘Others’. For the OE only segment, the same competitors are identified but the 
portion of the market accounted for by ‘Others’ drops to [10- 20]%. The turboprop 
segment is even more concentrated  with the Notifying Part y attributing  a market 
share to only three active suppliers by name, namely Parker, Meggitt, Raytheon with an additional [20- 30]% of the market accounted for by ‘Others’ . Post-Transaction, 
the number of players with a discernible market presence would thus be reduced to three: The Merged  Entity, Raytheon and Beringer.  Depending on the 
market/segment considered, a varying share would further be accounted for by others. 
(130)  Given the uncertainty around the supply accounted for by ‘Others’ an informative calculation of HHI values for the AWB for  GA markets is not possible. However 
when considering as a proxy sub- segments that allow for this calculation, for 
example OE only AWB for turboprop GA  where the ‘Others’ market shares 
represent  a relatively low  [5-10]%
154 the result shows very high HHI valu es. Based 
on 2020 market shares, the OE only AWB for turboprop GA sub- segment would 
have a pre- Transaction HHI value of [5500- 6000] . Post -Transaction, this 
concentration would further increase, expressed in a post -Transaction HHI value of 
[6000- 6500]  and a  delta of  [700- 800]. These values are significantly above the 
thresholds for which the Commission considers that it is unlikely to find competition concerns.
155 
(131)  The AWB for GA market, including its segments for turboprop GA and the OE parts, were therefore already concentrated pre -Transaction and would be even more 
so post -Transaction.   
                                                 
152  Horizontal Merger Guidelines, paragraph 17.  
153  Horizontal Merger Guidelines, paragraph 17.  
154  Assumption of 7 competitors with 1% market share each , assuming a hypothetical low concentration 
among ‘Others’.  
155  Horizontal Merger Guidelines, paragraph 19 -21. 
 
32 (C) Competitors’ ability to constrain the Merged Entity  
(132)  Post-Merger, competitors to the Parties in the AWB for GA market , and the GA 
turboprop and OE only segments,  are unlikely to be able to effectively constrain the 
Merged Entity.  
(133)  The large market share of the Merged Entity post -Transaction, and the highly 
concentrated AWB for GA market in general and for GA turboprop and OE  only in 
particular  (based on the number of identified competitors and  the HHI values  for the  
OE only AWB for turboprop GA sub- segment ), in themselves suggest that 
competitors do not have particularly strong market positions and lack the 
competitive strength to effectively constrain the Merged En tity. 
(134)  Further, customers’ ability to credibly resort to alternative suppliers to the Merged Entity appears to be limited, as some competitors do not offer certain types of GA AWB or are generally not focused on AWB for GA. 
(135)  First , the competitors active at present in the AWB for GA market either  have a 
limited market presence,  lack certain capabilities, and/or do not focus on 
maintaining/expanding their presence in this market.  
(136)  Beringer has a 2020 market share of [20- 30]% for GA overall , and will post -
Transaction be the largest competitor to the Merged Entity.  Considering the  OE 
AWB for GA only Beringer market share is [30- 40]% while for  AWB for turboprop  
segment Beringer’s share is not specifically identified by the Notifying Part y 
suggesting a mu ch lower market share. In addition, Beringer ’s key strength as 
identified in a Parker internal document is ‘ experimental and light sport aircraft’
156 
which correspond to the smallest GA aircrafts.  While P arker in an internal 
opportunity assessment document  consider s that Beringer is  developing solutions for 
the larger  GA segment (‘[Parker´s market analysis] ’157) they still have a limited 
technical and commercial pedigree to address all aircraft types and customers. In an opportunity assessment document consider ing a high -end turboprop aircraft Parker 
explains ‘[Parker´s market analysis] .’
158 In addition, some customers that have tested 
Beringer equipment  consider that the performance of their product was insufficient 
as described in a Parker internal document : ‘[Parker´s market analysis] ’.159 This 
therefore limits  customers’ ability to resort to Beringer for all types of AWB for GA  
(in particular large  turboprop engine powered GA aircrafts) . Beringer is not even 
listed by a customer as a potential supplier for AWB GA aircraft: ‘Few suppliers are 
active in offering new steel braking systems and in AWB for smaller general aviation aircraft. Collins is not strongly competing for steel braking systems. Parker and 
Meggitt are offering new design steel brakes.’
160 
(137)  Raytheon has a 2020 market share of [5 -10]% for AWB for GA overall , [5-10]% for 
OE only AWB for GA and [10-20]% for AWB for turboprop GA . A Parker internal 
document161 confirm s that Goodrich (Raytheon) has a solid pedigree in larger 
turboprop powered certified GA air craft. However , Raytheon’s  interest for those 
                                                 
156  Annex CMA RFI 5 -006. 
157  Parker RFA -0274.  
158  Parker RFA -0263.  
159  Parker RFA -0233.  
160  Minut es of a call with a customer, 15 December 2021.  
161  Parker RFA -0263.  
 
33 platforms appears limited as described by Parker  in the same document : ‘[Parker´s 
market analysis] ’162. Similarly , in another Parker internal document  assessing the 
competition for a turboprop engine aircraft , Parker explains the diminishing interest 
of Raytheon for this type of aircrafts : ‘[Parker´s market analysis] ’.163 
(138)  The ‘Others’ category include s competitors that are targeting lighter GA aircraft or 
aftermarket sales.  As explained by the Parties , these are ‘AWB competitors who 
supply OE for smaller general aviation aircraft such as Grove, Alaskan Bushwheel, 
Marc Ingegno and Matco […]. ’164 These aftermarket specialists have limited 
capabilities to compete for full AWB but rather focus on detail components. Thes e 
components can be linings or discs for example and receive Parts Manufacturer Approval  from the FAA to be approved as replacement components. A Parker 
internal document explains the situation for detailed components: ‘ New PMA 
competition replacing pressure plates and other easily manufactured detail 
components for brake assemblies ’.
165 When assessing competitor technology at a 
higher level, in an internal strategic positioning document, Parker lists Rapco and 
APS for steel brakes (but not for wheels) and further explains : ‘PMA competitors 
provide aftermarket wearable components and spares, not assemblies ’.166 
(139)  Second , the Parties are viewed by some customers as among  the very few credible 
AWB supplier alternatives  for their aircraft. As described by a GA customer , Collins 
(Raytheon) is not competing strongly and Parker and Meggitt are the only ones offering new design steel brakes:  ‘Few suppliers are active in offering new steel 
braking systems and in AWB for small er general aviation aircraft. Collins is not 
strongly competing for steel braking systems. Parker and Meggitt are offering new design steel brakes. Honeywell and Safran do not appear to provide AWB for smaller general aviation aircraft ’.
167 The same customer  confirms that ‘Parker and 
Meggitt appear to be among very few companies technically capable, experienced and willing to design and supply steel braking systems for general aviation aircraft’.
168 
(140)  Third , large majorities of customers and competitors expressin g their view submit 
that they are not aware of any market entry in AWB in the past five years and do not expect the entry of viable new AWB players in the next five years. In this context also no market participant refers to any past or future entry with r espect to AWB for 
general aviation specifically.
169 Specifically, Honeywell, which currently supplies 
AWB for some other product markets, for example explains that it ‘ typically focuses 
on twin- [aisle] , larger aircraft where it does not compete with the part icipants to the 
transaction’170 and that therefore ‘[i] f there is going to be any effect  [of the 
                                                 
162  Parker RFA -0263.  
163  Parker RFA -0233.  
164  Memorandum on AWB for general aviation submitted  on 28 January 2022 by the Notifying Party.  
165  Annex CMA RFI 5 -007. 
166  Form CO, Annex 5.4.A.087.  
167  Minutes of a call with a customer, 15 December 2021.  
168  Minutes of a call with a customer, 15 December 2021.  
169  Replies to Questionnaire to AWB customers, questions 49, 49.1, 50, 50.1. Replies to Questionnaire to 
AWB competitors, question 50, 51, 51.1 – one competitor points to the possibility of new competitors 
entering to serve the emerging electric (eVTOL) segment.  
170  Reply to Questionnaire to AWB customers, question 59.1.  
 
34 Transaction, it] would expect it to be on the smaller aircraft space where [it]  
typically does not focus ’.171  
(D) Competition between the Parties   
(141)  While Parker is the  clear market leader in AWB for GA (including  in the  turboprop 
and OE only segments ) pre -Transaction, Meggitt only has a small market share. 
Nevertheless, Meggitt exerts a constraint on Parker in the AWB for GA market, and 
relevant competition between the Parties would be lost post -Transaction. This is 
because the Parties overlap in their capabilities which are relevant for the AWB for GA market, and have bid or considered bidding for the same GA programmes. The Parties also internally consider each other as competitors in the AWB for GA market, in particular for t urboprop GA and OE only , and market participants regard 
Parker and Meggitt as two of a limited number of players in the AWB for GA  
market.  
(D.i) Bidding and interactions between the Parties  
(142)  Pre-Transacti on, both Parties compete for AWB tenders for GA  and exert significant 
competitive pressure on each other .  
(143)  The Parties are engaged in tender -level competition for AWB for GA and through 
their respective presence in the AWB for GA market, exert a competitiv e constraint 
on each other.  
(144)  First , the Opportunity Data  submitted by the Notifying Part y show that Meggitt has 
participated in […]  opportunities in the 2012- 2021 time  frame  including AWB for  
[Meggitt bids] . For all th ese opportunities, Parker also particip ated in the pre -bid 
process and for […]  of th ese opportunities ( [Parker bids] ) both Parties submitted a  
bid, competing directly in the final tender stages . 
(145)  Second , the P arties consider each other as one of the ir main competitors for some 
opportunities . For example in the [Parties´bid]  opportunity , both Parties submitted a 
bid. In its internal opportunity assessment document , Parker list s Meggitt and 
Goodrich as potential competitors but  also specifies that the opportunity ‘ is more of 
a core market for Pa rker vs Meggi tt’,
172 confirming that both Parties are well 
positioned for this kind of opportunity .  
(146)  For the same aircraft , on Meggitt’s  side, the internal document assessing the 
opportunity states that ‘ Parker will likely be the key competition on [Meggitt 
bid]’.173 These statements confirm that the P arties see each other as direct 
competitors for this opportunity.  
(147)  Third,  the bidding interactions between the Parties might increase in the future with 
the possible use of carbon brakes for GA in the future and the development of electric -powered GA aircraft.  
                                                 
171  Reply to Questionnaire to AWB customers, question 61.  
172  Parker RFA -0299.  
173  Meggi tt CCR -0246.  
 
35 (148)  In relation to carbon brakes, with respect to large GA aircraft , the market 
investigation suggests that carbon would become a more viable alternative for brakes 
on GA aircraft in the future , as its cost competitiveness increases. In this respect, one 
customers clarified that: ‘ It is likely that, in the future, smaller air crafts below 
17,000lbs (light business jets and GA) start to incorporate carbon brakes on a more regular basis, since it is very attractive in terms of weight saving. As carbon technology becomes more common in this segment/weight range, prices will decrea se proportionately, as it normally happens with all technologies as they 
progressively become more widespread ’.
174 Therefore, Meggitt with its recognised 
carbon capabilities might increase  its presence on this segment as the carbon 
adoption increase s. 
(149)  In rel ation to electrically powered GA aircraft, a Parker internal document describing 
Parker’s AWB strategic growth plan explain s that the company is strategically 
prioritising AWB for electrically powered aircraft: ‘ [Parker bids] ’.175 On the […] 
platform s listed  by Parker as priorities in the AWB for electric GA segment, the 
Parties both engaged in pre -bid discussion for […] of them ( [Parties bids ]). In 
addition, the Parties bid against each other for […]  electric GA aircraft opportunity,  
the [Parties` bids]  platform, in 2020 and Meggitt won this opportunity. This confirms 
the interest of Meggitt for this type of aircraft and its ability to offer relevant 
technical solution s to AWB for electric GA customers. New opportunities for 
electrically powered GA aircr aft are likely to increase in the near future. While both 
Parties are unable to provide an accurate estimate of the share that  electrically 
powered general aviation  aircrafts would represent in the next 10- 15 years176, an 
internal document on advanced air mobility dated November 2021 explains: ‘ The 
AAM Markets have progressed significantly in the last 18 months ’177 and expect 
significant growth in the coming years as illustrated in Figure 6 below . 
Figure 6 – Electrically powered aircraft segment forecast  
[Parker’s market forecast ] 
Source: Annex CMA RFI 5 -009. 
(150)  Fourth , even for instances where Meggitt did not ultimately bid, Parker does 
consider Meggitt as a potential competitor , in particular  for turboprop aircrafts. For 
example for an opportunity relating to a ‘ [Parker bids] ,178 Parker explains : ‘Large 
size relative to typical part [Parker bids]  will likely bring Meggitt and Goodrich 
(UTC) ’.179 
(151)  Fifth, the analysis of competitors’ mentioned in the AWB GA tender documents180 
and the regular references therein made by Parker’s to Meggitt as a competitor for the supply of AWB for GA further confirms the important pre -bid competitive 
interactions between the Parties. In this respect, Parker cites Meggitt in 5 out of the 
                                                 
174  Minutes of a call with a customer , 13 January 2022.  
175  Reply to Request for Information 8, Annex EC RFI 8 A -013. 
176  Form  CO, paragraphs 621 and 622.  
177  Annex CMA RFI 5 -009. 
178  Parker RFA -0262.  
179  Parker RFA -0262.  
180  Reply to Request for Information 10, Annex EC RFI10- 009. 
 
36 6 documents (83%) where at least one competitor is mentioned whereas Raytheon is 
cited 4 times, Beringer 3 times  and the other competitors only once each.  
(152)  In view of the above, the Parties already pre -Transaction are engaged in tender -level 
competition , and those interactions are likely to continue or even increase with the 
development of electrically powered aircraft GA or carbon brakes for GA. In 
addition, each others’ presence appears to have  a constraining effect on the Parties 
that is not fully captured in the bidding data.  
(D.ii)  The Parties internally consider each other as competitors  
(153)  Aside of tracking their perceived presence in tender even ts, the Parties also more 
generally consider themselves and each other as among a limited number of competitors in the AWB for GA  market  overall, as well as for t urboprop and OE 
parts  in particular . 
(154)  In internal documents , the Parties do see each other as key competitors  in GA. I n a 
high level strategic document assessing the different aircraft categories Meggitt lists Parker as one of its ‘ Top Competitors ’ for braking systems, and in that context 
specifically lists Parkers capabilities in relation to ‘[b] usiness jets and GA wheel and 
brake ’.
181 It is to be noted that in its internal documents  often  Meggitt combines BJ 
and GA under ‘Business Aviation’  however when specifically mentioning GA,  a 
Meggit t internal document defines P arker as having a ‘[Meggitt´s market 
analysis ]’.182 
(155)  Looking specifically at AWB for t urboprop,  Figure 7 below shows that Parker 
considers Meggitt as one of its main competitors, together with  Goodrich 
(Raytheon).  
Figure 7 – Parker’s view of Meggitt’s position in AWB for  turboprop GA  
[Parker’s market analysis ] 
Source: Reply to Request for Information 4, Annex EC RFI4 -001. 
(156)  A Parker internal document about AWB pricing review further assess es the 
competitive landscape and confirms that on AWB for larger GA aircraft , Parker s ees 
Meggitt and Goodrich (Raytheon) as its main competitors: ‘ [Parker’s market 
analysis ]’.183  
(157)  Similarly , another Parker internal docume nt, analysing the competitive landscape on 
each market show s that Meggitt is seen by Parker as a ‘ primary competitor ’ in GA. 
In addition, this document  identifies Meggitt as a primary competitor in both steel 
turboprop GA aircraft and carbon turboprop GA aircraft , confirming that carbon 
could be adopted by turboprop GA aircraft when the carbon price competitiveness 
increases as described in paragraph (148)  and that Meggitt would be well positioned 
on this segment.  
(158)  Therefore, while the Notifying Part y submit s that in the past there h as been limited 
direct bidding interaction between the Parties (and as also explained above in 
                                                 
181  From CO, Annex 5.4.B -028, slide 34.  
182  Reply to Request for Information 8, Annex EC RFI 8 B -002. 
183  Annex CMA RFI 5 -007. 
 
37 paragraph  (144) , this may increase in the future), the Parties recogn ise each other as 
competitors in the AWB for GA market overall (including OE and spare parts), as 
well as for t urboprop in particular. In a market with only few active and capable 
suppliers to which customers can resort to, and a low number of participants  in 
customers’ tenders, this awareness of each other’s presence in itself constitutes a relevant competitive constraint.  
(D.iii)  Market participants consider the Parties as alternatives  
(159)  In addition to the Parties considering each other as relevant competitors in the AWB for GA market, also market participants observe both of the Parties as active in this market.
184 
(160)  More specifically  a customer explains when asked to qualify the market presence of 
Parker on the AWB for general a viation market : ‘Parker is one of main supplier for 
small Aircraft’ .185 Another customer specifies that Meggit t is a capable supplier for 
larger GA aircrafts : ‘Meggitt is a capable supplier of AWB for larger general 
aviation aircraft.’186 
(161)  Further, a s explained by a customer , the Parties are two of a very limited number of 
suppliers to have the experience and technical capabilities to design and supply AWB for GA aircraft: ‘ Parker and Meggitt appear to be among very few companies 
technically capable, experienced and willing to design and supply steel  braking 
systems for general aviation aircraft.’
187 
(162)  Overall, a number of AWB customers, including GA manufacturers, expect that the 
Transaction would have a negative impact on their company  (e.g. higher prices, 
worse service, lower availability of products) .188 
(E) Conclusion 
(163)  As set out in this Section 4.2.4.1, the Transaction would lead to a large combined market share of the Merged Entity ([40-50]% for AWB for GA overall  and up to 
[60-70]% for AWB for t urboprop  only and [50-60]% for OE parts only) and result in 
a further increase of concentration in the AWB for GA market  overall, as well as for 
turboprop GA and the supply of original parts in particular . While Meggitt cur rently 
only has a small share of supply, it is one of a small number of competitors to market leader Parker in this market  and particularly strong on larger GA aircraft .  
(164)  Therefore, the Commission concludes that the Transaction raises serious doubts as to its compatibility with the internal market in relation to the  manufacturing and  supply 
of AWB for GA  overall, as well as for AWB for t urboprop GA and OE AWB for 
GA in particular . 
                                                 
184  Replies to Questionnaire to AWB customers, question 44.  
185  Reply to Questionnaire to AWB customers, question 44.1.  
186  Reply to Questionnaire to AWB customers, question 44.1. 1.1. 
187  Minutes of a call with a customer, 15 December 2021.  
188  Replies to Questionnaire to AWB customers, question 59.  
 
38 4.2.4.2. Business jets  
(A) The Parties’ activities  
(165)  Meggitt is the market leader in AWB for  business jets and supplies AWB for a wide 
range of business jets. Meggitt supplies both steel and carbon AWB for business jets, 
yet considering new programmes, has bid only with carbon brakes in the last decade.
189 
(166)  Parker currently has a small presence in A WB for business jets. It supplies AWB for 
one small business jet, the [ Parker tender ] – specifically, Parker supplies steel AWB 
for this programme. However, Parker is competing for other business jet AWB opportunities – generally for smaller business jets.
190 
(B) Market structure  
(167)  As detailed above in Table 3, the AWB for business jets market is highly 
concentrated. Parker has a 2020 market share of [0 -5]%, Meggitt of [60- 70]% and 
the Merged Entity  would have a combined market share  of [60-70]%. Co nsidering 
the 2016- 2020 five -year period, the Merged Entity’s combined share would be 
[60-70]%.  
(168)  The Merged Entity would therefore have a very large market share, significantly in excess of 50%. According to the Horizontal Merger Guidelines, ‘ very large ma rket 
shares – [50-60]% or more – may in themselves be evidence of the existence of a 
dominant market position’.
191 Therefore, while other factors need to be taken into 
account (e.g. the ability of competitors to effectively constrain the Merged Entity), the Merged Entity’s market share of over [50- 60]% is an indication for a dominant 
market position. 
(169)  Further, the AWB for business jets market is already highly concentrated pre -
Transaction, and would be even more so post -Transaction. The Notifying Part y 
attribu tes a market share to five active suppliers by name, namely Parker, Meggitt, 
Raytheon, Safran and Beringer – with an additional [0 -5]% of the market accounted 
for by ‘Others’. Post -Transaction, the number of players with a discernible market 
presence would thus be reduced to four: The Merged Entity, Raytheon, Safran and 
Beringer.  
(170)  This high level of concentration is also borne  out in the relevant HHI values. Based 
on 2020 market shares, the AWB for business jets market would have a pre -
Transaction HHI value of [4500- 5000] . Post -Transaction, this concentration would 
further increase, expressed in a post -Transaction HHI value of [4500- 5000]  and a 
delta of [300- 400]. These values are significantly above the thresholds for which the 
Commission considers that it is unlikely to find competition concerns.
192 The AWB 
for business jets market was therefore already concentrated pre- Transaction and 
would be even more so post -Transaction.  
                                                 
189  Form CO, paragraph 374.  
190  Form CO, paragraph 357.  
191  Horizontal Merger Guidelines, paragraph 17.  
192  Horizontal Merger Guidelines, paragraph 19 -21. 
 
39 (C) Competitors’ ability to constrain the Merged Entity  
(171)  Post-Merger, competitors to the Parties in the AWB for business jets market are 
unlikely to be able to effectively constrain the Merged Entity.  
(172)  The very large market share of the Merged Entity post -Transaction, and the highly 
concentrated AWB for business jets market in general (expressed in the HHI values), 
in themselves suggest that competitors do not have particularly strong market positions and lack the competitive strength to effectively constrain the Merged Entity.  
(173)  Further, customers’ ability to credibly resort to alternative suppli ers to the Merged 
Entity appears to be limited, as some competitors do not offer certain types of business jet AWB (e.g. steel AWB) or are generally not focused on AWB for business jets.  
(174)  Finally, significant barriers to entry render the emergence of new pl ayers capable of 
effectively constraining the Merged Entity on the AWB for business jets market unlikely.  
(175)  First , the competitors active at present in the AWB for business jets market have a 
very limited market presence, lack certain capabilities, and/or do  not focus on 
maintaining/expanding their presence in this market.  
(176)  Raytheon  has a 2020 market share of [20- 30]% and will post -Transaction be the 
largest competitor to the Merged Entity. Meggitt and Parker regularly consider Raytheon as a potential competit or in their internal tender documents related to new 
original equipment AWB for business jets opportunities in the 2012- 2021 
timeframe
193 However, Raytheon only ascribes an average market strength to itself 
in the AWB for business jets market  (rating its own  strength on the market as three 
out of five) .194 According to a customer, Collins (part of Raytheon) is also no longer 
offering new steel brakes,195 therefore limiting customers’ ability to resort to 
Raytheon for all types of AWB for business jets. In addition, it also appears that the 
Parties themselves do not regard Raytheon as a particularly significant constraint in AWB for business jets. For example, in an internal Parker tender assessment for a business jet programme, it is assessed that ‘ [Parker’s marke t analysis ]’.
196 In 
addition, as Raytheon is vertically integrated and also offers landing gears, customers that are non -vertically integrated landing gear integrators would not turn 
to it. As one such customer explains, ‘[a] s landing gear integrators, we compete with 
Collins/Raytheon and Safran on landing gear RFPs. It would be ill advised to share technical detail of our landing gear design in an RFP process ’.
197 Raytheon 
therefore does not appear as a viable alternative for landing gear integrators.  
(177)  Safran  has a 2020 market share of [0 -5]%. A customer describes that while Safran is 
the ‘N°1 on large commercial aircrafts ’, it ‘ seems to have difficulties to address the 
business & regional jet market ’.198 Meggitt in an internal document assesses that 
                                                 
193 Reply to Request for Information 10, Annex EC RFI10- 009. 
194  Reply to Questionnaire to AWB competitors, question 44.  
195  Minutes of a call with a customer , 15 December 2021.  
196  Parker RFA -0261.  
197  Reply to Questionnaire to AWB customers, question 48.  
198  Reply to Questionnaire to AWB customers, question 47.  
 
40 with respect to ‘ Business/GA Braking Equipment ’, Safran only has a ‘ [Meggitt’s 
market analysis ]’.199 Meggitt further analyses in a different internal document that 
none of Safran’s weaknesses is its ‘ [Meggitt’s market analysis ].200 In addition, 
Safran does not compete in steel brakes in business jets201 – customers’ ability to 
resort to Safran for all types of AWB for business jets is therefore limited.  Meggitt 
considers Safran as a competitor in only 1 out of 6 tend er documents related to new 
original equipment AWB for business jets opportunities in the 2012- 2021 timeframe 
in which a competitor is mentioned. Parker, mentions Safran in no such document.202 
Overall, it therefore appears that Safran does not have a particular focus on AWB for 
business jets and that neither the Parties nor market participants consider Safran to be a particularly strong competitor in this market.  In any case, similarly as Raytheon, 
Safran is vertically integrated and also offers landing gear s. Customers that are non-
vertically integrated landing gear integrators would thus similarly not be inclined to turn to it.  
(178)  Beringer  has a 2020 market share of [5 -10]%. Beringer only competes in AWB with 
steel brakes,
203 and therefore cannot  compete for all  types of AWB for business jets. 
Parker in an internal document does not consider Beringer as one of the relevant 
competitors in very light and light business jets (regardless of whether considering 
steel or carbon brakes).204 Neither Parker, nor Meggitt consider Beringer as a 
competitor in any of their tender documents related to new original equipment AWB for business jets opportunities in the 2012- 2021 timeframe.
205 
(179)  It therefore appears that while Raytheon has an established market presence, no 
competitor to  the Merged Entity currently active on the AWB for business jets 
market has a particular focus on this market or can effectively constrain the Merged 
Entity across the entire market (in particular in relation to both steel and carbon 
brakes).  
(180)  Second , market participants  confirm that the AWB for business jets market is 
generally concentrated with few active competitors. For example, a majority of customers expressing a view submit that they typically contact formally or 
informally four or less AWB manuf acturers before issuing an AWB tender for a new 
aircraft programme,
206 and that three or less AWB manufacturers typically end up 
submitting a bid.207 In this context , a manufacturer of business jets states that there 
are ‘[f] ew alternatives for our needs ’.208 
(181)  Third, large majorities of customers and competitors expressing their view submit 
that they are not aware of any market entry in AWB in the past five years and do not 
expect the entry of viable new AWB players in the next five years. In this context 
also no market participant refers to any past or future entry with respect to AWB for 
                                                 
199  Reply to Request for Information 8, Annex B -002, slide 11.  
200  Form CO, Annex 5.4.B -005, slide 27.  
201  Minutes of a call with a competitor , 10 December 2021.  
202  Reply to Request for Information 10, Annex EC RFI10- 009. 
203  Minutes of a call with a competitor, 15 December 2021.  
204  Reply to Request for Information 6, Annex 019.  
205  Reply to Request for Informa tion 10, Annex EC RFI10- 009. 
206  Replies to Questionnaire to AWB  customers, question 33.  
207  Replies to Questionnaire to AWB customers, question 3 4. 
208  Reply to Questionnaire to AWB customers, question 33.1.  
 
41 business jets specifically.209 Further, while one customer submits that ‘[a] mong the 
existing suppliers, [it] would expect to have more competition on the business jet 
market and l ooks forward to an increased competition on this segment ’,210 there 
does not appear to be imminent entry  into AWB for business jets by AWB 
manufacturers that are at present only active in other AWB markets. Specifically, 
Honeywell, which currently supplies A WB for some other product markets, for 
example explains that it ‘ typically focuses on twin -[aisle] , larger aircraft where it 
does not compete with the participants to the transaction’211 and that therefore ‘[i] f 
there is going to be any effect  [of the Transa ction, it] would expect it to be on the 
smaller aircraft space where [it]  typically does not focus ’.212 
(D) Competition between the Parties  
(182)  While Meggitt is the market leader in AWB for business jets pre -Transaction, Parker 
only has a small market share. Neverth eless, Parker exerts a constraint on Meggitt in 
the AWB for business jets market, and relevant competition between the Parties – 
which would likely further increase absent the Merger – would be lost post -
Transaction.  This is because the Parties overlap in their capabilities which are 
relevant for the AWB for business jets market, and have bid or considered bidding for the same business jet programmes. Further, Parker has the ambition to expand its 
presence in AWB for business jets, thereby becoming a strong er competitor to 
Meggitt. The Parties also internally consider each other as competitors in the AWB 
for business jets market, and market participants regard Meggitt and Parker as two of 
a limited number of players in this market.  
(D.i) Bidding and tender interactions between the Parties  
(183)  Pre-Transaction, both Parties compete for AWB tenders for business jets. Unlike 
some competitors, both Parties supply AWB for business jets with steel brakes. 
While Meggitt already supplies carbon brakes for business jets, Parker [Parker’s 
internal business strategy ]. Therefore, both Parties are likely to exert a competitive 
constraint across the two relevant brake materials for AWB for business jets. 
(184)  First , already today the Parties are engaged in tender -level competition f or AWB for 
business jets, and through their respective presence in the AWB for business jets market, exert a competitive constraint on each other . 
(185)  In the Opportunity Data, t he Notifying Part y submit that the Parties in the 2012 -2021 
timeframe both submitte d bids for […]  overlapping AWB for business jets 
programme – namely the [ Parker tenders ].
213 
(186)  In the same timeframe Parker overall submitted […]  bids for AWB for business jet 
programmes and records [ Parker bids ] instance where it did consider bidding but 
ultimately did not bid. Meggitt overall submitted […]  bids for AWB for business jet 
                                                 
209  Replies to Questionnaire to AWB customers, questions 49, 49.1, 50, 50.1. Replies to Questionnaire to 
AWB competitors, question 50, 51, 51.1.  
210  Replies to Questionnaire to AWB customers, question 51.  
211  Replies to Questionnaire to AWB customers, question 59.1.  
212  Replies to Questionnaire to AWB customers, question 61.  
213  See e.g. EC meeting presentation, 17 February 2022, slide 13.  
 
42 programmes and records [ Meggitt bids ] instances where it did consider bidding but 
ultimately did not bid.214  
(187)  Both Parties were therefore active in competing for new business in the AWB for 
business jets market. The Parties are also aware of each other’s presence in certain tender events. The Parties submit that Parker only for […]  tender event ( [Parker 
tenders ]) has a tender document in which any competitor at all is mentioned – in this 
instance nevertheless Meggitt is mentioned by Parker , alongside with one other 
competitor (Raytheon) .
215 According to the Parties, Meggitt record ed competitors in 
tender documents for only six tender events. In two of these Parker is mentioned.216 
(188)  Specifically in relation to the [ Parties ´ bid], where both Parties submitted bids, 
Meggitt notes internally that ‘ [Meggitt’s market analysis ]’ and that  ‘[Meggitt’s 
market analysis ]’.217 This specifically shows that Meggitt adapted its own pricing 
due to the perceived constraint exerted by Parker. Parker in turn notes in relation to Meggitt and the [ Parker ´s market analysis ]’.
218 This further shows that Parker exerts 
a constraint on Meggitt . In another tender document for an opportunity in which 
Parker did not submit a bid, Meggitt assesses with respect to Parker that it 
‘[Meggitt’s market analysis ]’.219 
(189)  Therefore, the Parties already pre -Transaction are engaged in tender -level 
competition and each others’ presence evidently has a constraining effect.  
(190)  Second , in the future, and absent the Transaction, this competition between the 
Parties in the AWB for business jets market, including in tenders, would likely 
increase further.  
(191)  Parker at present has a small market share in the AWB for business jets market. However, based on the available evidence it appears likely that Parker has a strategy to expand its presence and share in AWB for business jets. 
(192)  Parker pursues the ambition to increase its prese nce in the AWB for business jet s 
market. This ambition is followed partly in conjunction with activities aimed at [Parker’s business strategy] . 
(193)  In an internal document, captioned in Figure 8, Parker assesses different segments of 
the business jet market. Overall, it concludes the following: ‘ [Parker’s business 
strategy ]’. It further presents different ‘investment focus [es]’ [Parker’s business 
strategy ]. While the Notifying Party  submit s that these statements ‘ [Parker’s 
business strategy ]’,
220 it clearly appears that Parker has ambitions beyond [ Parker’s 
business strategy ]. In the Light -Medium Jets segment, Parker considers itself 
currently not to have any customer, yet it nevertheless identifies  ‘[Parker’s business 
strategy ]’ as an investment focus in order to be able to effectively compete for 
                                                 
214  Reply to Request for Information 10, Annex EC RFI10- 002. 
215  Reply to Request for Information 10, Annex EC RFI10- 009. 
216  Reply to Request for Information 10, Annex E C RFI10 -009. 
217  Meggitt CCR -0235.  
218  Parker RFA -0261.  
219  Meggitt CCR -0227.  
220  Reply to Request for Information 8, question 3.  
 
43 customers in that segment.  The document further shows that Parker can be seen to 
have a particular focus on lighter business jets.  
Figure 8 – Parker’s view of the business jet market  
[Parker’s internal documents ] 
Source: Reply to Request for Information 4, Annex EC RFI4 -001. 
(194)  Further, another Parker internal document captioned in Figu re 9, shows that Parker 
has ambitions to expand its carbon and business jet activities beyond [ Parker’s 
business strategy ]. In the document a number of AWB business jet opportunities are 
listed under the title ‘ [Parker’s business strategy] ’, e.g. the  ‘[Parker’s business 
strategy ]’. This shows that Parker is internally tracking AWB business jet 
opportunities, in particular als o in the context of its ambition to expand its [ Parker’s 
business strategy ] activities.  
Figure 9 – Parker carbon opportunity roadmap including business jet opportunities  
[Parker’s business strategy ] 
Source: Parker RFA -0269.  
(195)  With respect to the ‘ [Parker’s business strategy ]’221 and ‘[Parker’s business 
strategy ]’ opportunities, the Notifying Party  submit s that ‘ [Parker’s business 
strategy ]’.222 The Commission notes that this constitutes a further expansion of 
Parker’s [ Parker’s business strategy ] business jets activities.  
(196)  With respect to the [Parker’s business strategy ], the Notifying Party  states that it is a 
‘[Parker’s business strategy ]’.223 The Commission notes that the fact that Parker 
tracks information related to th is potential programme internally evidences Parker’s 
interest in expanding its [ Parker’s business strategy ] AWB business jet activities.  
(197)  In another internal document, Parker formulates the aim to ‘ [Parker’s business 
strategy ]’.224 These developments clearly strengthen Parker’s ability to compete for 
business jet AWB opportunities. In the same document, the business jet market is 
assessed to be one with a market growth potential.225 
(198)  In yet another internal document, Parker describes its ‘ [Parker’s business 
strategy]’.226 
(199)  Similarly, the Parker internal document captioned in Figure 10 further shows that 
Parker has a focus on expanding its business jet activities. Specifically, Parker formulates the objective to ‘ [Parker’s business strategy] ’.
227 This shows that Parker 
intends  to further win opportunities also for the supply of AWB for business jets 
(either for new programmes or retrofit), as this is the only way to consistently maintain market share. Further, the document lists ‘ [Parker’s business strategy] ’ and 
                                                 
221  PI&R = p roduct improvement and retrofit  
222  Reply to Request for Information  8, question 2b.  
223  Reply to Request for Information  8, question 2b.  
224  Form CO, Annex 5.4.A.072, page 15.  
225  Form CO, Annex 5.4.A.072, page 16.  
226  Reply to Request for Information 8, Annex EC RFI8 A -017, slide 9.  
227  GA = general aviation, BA = business aviation, PI&R = product improvement and retrofit  
 
44 again lists ce rtain business jet [Parker’s business strategy]  product improvement and 
retrofit opportunities. 
Figure 10 – Parker AWB growth strategy includes carbon and business jets  
[Parker’s business strategy ] 
Source: Reply to Request for Information 8, Annex EC RFI 8 A -010. 
(200)  Parker’s focus on developing its [ Parker’s business strategy ] brake capabilities is 
further evidenced in the internal document captioned in Figure 11. Parker is 
described as ‘ [Parker’s business strategy ]’. The capability visualisation of different 
AWB suppliers on the captioned slide further shows that next to Meggitt, Goodrich, 
Honeywell and Safran, it is Parker which is considered to alr eady have certain 
[Parker’s business strategy ] brake capabilities.  
Figure 11 – Parker view on competitor AWV related capabilities  
[Parker’s market analysis ] 
Source: Reply to Request for Information 4, Annex EC RFI4 -001, slide 32.  
(201)  In a 2019 internal document, Parker considered different carbon material options, [Parker’s business strategy ].
228 The Notifying Party  explain s that ‘ Parker has since 
opted to [ Parker’s business strategy ]’.229 Therefore Parker, [ Parker’s business 
strategy ], is continuing to pursue a strategy of engaging with third parties to develop 
and offer AWB with carbon brakes.  
(202)  AWB manufacturers (such as Parker) can be viable competitive constraints for AWB with carbon brakes, even if they do not have in- house carbon produ ction capabilities 
and rely on third parties for the carbon materials. While one customer states that it considers AWB manufacturers with ‘[i] n-house capabilities only ’,
230 others also 
consider AWB manufacturers that source the carbon materials from third pa rties. For 
example, one customer states that it ‘ would consider a supplier that sources carbon 
from a third party ’.231 Another customer states that it ‘ wouldn’t be a big factor in the 
decision, so long that such supply is secure ’232 and yet another customer st ates that 
‘[i]n-house carbon capabilities are not a requirement to be a supplier ’.233 
(203)  In light of these ambitions of Parker to expand its presence in AWB for business jets (including with carbon brakes), it is likely that absent the Transaction, Parker would  
have become a stronger constraint on the market leader Meggitt. This is in particular the case as most AWB for business jet opportunities are for AWB with carbon brakes – a segment of the market where Meggitt is predominantly active. While 
Parker has so f ar not supplied AWB for business jets with carbon brakes, its 
continued development efforts and tracking of commercial opportunities in this area make it likely that Parker would compete more intensely with Meggitt in the future (in specific carbon AWB for  business jet opportunities and overall at the market 
level, by being perceived as a viable alternative for carbon AWB for business jets by 
                                                 
228  Reply to Request for Information 2, Annex EC RFI2 -007. 
229  Form CO, paragraph 586.  
230  Reply to Questionnaire to AWB customers, question 40.  
231  Reply to Questionnaire to AWB customers, question 40.  
232  Reply to Questionnaire to AWB customers, question 40.  
233  Reply to Questionnaire to AWB customers, question 40.  
 
45 customers). In a highly concentrated market with few active suppliers a strengthened 
Parker capable to compete for carbon brake opportunities would significantly increase competition. The Transaction therefore reduces competition by removing Parker’s impetus to expand further into AWB for business jets and carbon brakes.  
(D.ii)  The Parties internally consider each other as com petitors  
(204)  Aside of tracking their perceived presence in certain tender events (e.g. [ Parties’ 
tenders ]), the Parties also more generally consider themselves and  each other as 
among a limited number of competitors in the AWB for business jets market.  
(205)  Meggitt clearly assesses itself to be the market leader in AWB for business jets. For 
example, it considers itself to have a ‘ [Meggitt’s market analysis ]’.
234 Further, in 
relation to  a ‘Business Aviation’ market that includes business jets and also certain 
general aviation aircraft used for business transportation, Meggitt considers itself to 
have an AWB market share of around  [50- 60]%.235 
(206)  Meggitt lists Parker as one of its ‘ Top Competitors ’ for braking systems, and in that 
context specifically lists Parkers capabilit ies in relation to ‘[b] usiness jets and GA 
wheel and brake ’.236 
(207)  Parker in an internal document (an extract is captioned in Figure 12), describes its 
market view for very l ight and light business jets (with both steel and carbon 
brakes). Considering steel brakes, it considers itself to be the number […] player in 
the market, considering carbon brakes it considers itself to be number […]  or lower. 
Parker considers this market  spaces to be [Parker’s market analysis] . Overall this 
shows that particularly considering lighter business jets with steel brakes, Parker is a considerable competitive constraint on rivals. Considering both steel and carbon 
brakes, Parker lists Meggitt as  one of a small group of ‘primary competitors ’ in this 
area of AWB for business jets.  
Figure 12 – Parker’s view of primary competitors for AWB for business jets  
[Parker’s market analysis ] 
Source: Extract from Reply to Request for Information 6, Annex EC RFI6- 019. 
(208)  When describing the presence of a number of AWB suppliers at certain AWB customers in an internal document (captioned in Figure 13), Pa rker considers 
Meggitt to be present at a range of customers that focus to a significant extent on business jets (e.g. [ Parker’s customers ]). As discussed above in relation to e.g. 
Figure 9, Parker itself is tracking certain AWB for business jet opportunities of some 
of these customers.  
Figure 13 – Parker’s view of AWB customer alignment  
[Parker’s customer analysis ] 
Source: Form CO, Annex 5.4.A -087, slide 13.  
                                                 
234  Form CO, Annex 5.4.B -002A, slide 100.  
235  Reply to Request for Information RFI 8, Annex EC RFI 8 B -002, slide 48.  
236  From CO, Annex 5.4.B -028, slide 34.  
 
46 (209)  Therefore, while the Notifying Party  submit s that in the past there has been limited 
direct bidding interaction between the Parties (and as also explained above, this is 
likely to increase in the future), the Parties recognise each other as competitors in the AWB for business jets market overall. In a market with only few active and capable suppliers to which customers can resort to, and a low number of participants in customers’ tenders, this awareness of each other’s presence in itself const itutes a 
relevant competitive constraint.  
(D.iii)  Market participants consider the Parties as alternatives  
(210)  In addition to the Parties considering each other as relevant competitors in the AWB for business jets market, also market participants generally observe bot h of the 
Parties as active in this market.  
(211)  While one customer describes Meggitt as ‘ N°1 in the world’  and notes that Parker 
‘has a limited presence on very light/light business jets only on nose wheel ’,
237 
another  customer submits that it considers Meggitt to have an ‘ important 
participation’ in the AWB for business jets market, while also considering that Parker is ‘ present in many platforms ’ in this market.
238 Another customer that 
considers both Meggitt and Parker  as present in AWB for business jets describes 
Parker as having a focus on steel brakes and simple controls in that market.239 A 
further customer states that it considers Meggitt to have a 30% market share in AWB for business jets and Parker to have a 10% ma rket share in that market.
240 Further 
customers describe both Meggitt and Parker as both being active in AWB for 
business jets without providing further more details.241 
(212)  Related to the capability to compete for AWB for business jets opportunities in the 
future  is the ability to compete for carbon brake opportunities. Here similarly a 
number of customers ascribe a presence in carbon brakes to both Meggitt and Parker – further one customer also describes Parker as a ‘ potential supplier ’ of carbon 
brakes.
242 
(213)  Both Pa rties are therefore seen as active suppliers  or potential alternatives in the 
AWB for business jets  market . They therefore  exert a relevant competitive constraint  
on each other (as well as on other AWB suppliers) , which would be removed by the 
Transaction.  
(214)  In light of this, one customer describes the Transaction as ‘ more problematic 
regarding AWBs for smaller -sized aircraft with lower duty cycles and aftermarket 
potential, such as business jets and helicopters below 100,000 lb, as it reduces the limited num ber of AWB suppliers active in that space ’. This customer further states 
that ‘[t] he Parties have a particularly important position with respect to these 
products ’.
243 
                                                 
237  Reply to Questionnaire to AWB customers, question 44.2.  
238  Reply to Questionnaire to AWB customers, question 44.2.  
239  Reply to Questionnaire to AWB customers, question 44.2.  
240  Reply to Questionnaire to AWB customers, question 44.2.  
241  Replies to Questionnaire to AWB customers, question 44.2.  
242  Reply to Questionnaire to AWB customers, question 44.2.  
243  Minutes of a call with a customer, 14 January 2022.  
 
47 (215)  Another customer, active in business jets submits that while it ‘ cannot be sure of 
how the  transaction will affect the competition in the AWB market, since there is 
little visibility of how it will affect the technical side of the business ’, the Transaction 
‘will have a direct impact on the potential options to choose from for  [the 
Company] , which would be even more limited after this transaction by removing one 
credible competitor from the market ’. This customer further explains: ‘ On the 
technical side,  [the Company]  considers that competition between Parker and 
Meggitt has driven better pric es and quality for their AWB offer. There are the only 
two companies now, so after the merger, there would be no alternative ’.244 
(216)  Therefore, overall, a number of customers that manufacture  business jet s expect that 
the Transaction would have a negative impac t for their company (e.g. higher prices, 
worse service, lower availability of products).245 
(E) Conclusion 
(217)  As set out in this Section 4.2.4.2, the Transaction would lead to a very large 
combined market share of the Merged Entity  in the AWB for business jets market  (in 
excess of 60% ) and result in a significant further increase of concentration in this 
market . While Parker currently only has a small share of supply, it appear s 
particularly strong to address light business jets with brakes made in steel and is one 
of a small number of competitor s to market leader Meggitt in the AWB for business 
jets market. Absent the Transaction, it appears likely that Parker would further 
increase its presence in the AWB for business jets market, including with carbon 
brakes.  
(218)  Therefore, the Commission concludes that the Transaction raises serious doubts as to 
its compatibility with the internal market in relation to the  manufacturing and  suppl y 
of AWB for business jets . 
4.2.4.3. Helicopters  
(A) The Parties ’ activities  
(219)  Parker is the market leader in AWB for helicopters supplying both carbon246 and 
steel AWB for a wide range of helicopters. Parker continues to focus on AWB for helicopters and competes for several  new opportunities both civil and military 
(e.g. [ Parker bids ]).  
(220)  Meggitt has also an important presence in AWB for helicopters and is the second 
market player after Parker. Its wheels and brakes are equipped on both civil and military helicopters  such as the CH -47 Chinook. It continues to compete for 
helicopter AWB opportunities both civil and military ( e.g. [ Meggitt bids ]). 
(B) Market structure  
(221)  As highlighted in paragraph (117)  above , with respect to AWB for helicopters , the 
Merged Entity would be the market leader with combined market shares in the years 
                                                 
244  Minutes of a call with a customer, 13 January 2022.  
245  Replies to Questionnaire to AWB customers, question 59.  
246  Parker supplies carbon brake s for Bell -Boeing V -22 Osprey  for which carbon fibre reinforced silicon 
carbide friction materials is procured from Minteq .  
 
48 2016- 2020 ranging between  [70-80]% and  [80-90]%. Considering the overall five -
year period between 2016- 2020, the Parties’ combined market share is  [80-90]%. 
The market share increment resulting from the Transaction is between  [20-30]% and  
[30-40]% over the same period. The other  competitors have significantly lower 
market shares , with the most important being Safran  and Honeywell  with a market 
share of [ 5-^0]% and [0 -5]% respectively.   
(222)  The Tables below  provide the market shares of the Parties and their competitors for  
AWB  in value  for civil and military helicopters separately:  
Table 10 – AWB for civil helicopters, 2016- 2020 market shares  
AWB for civil helicopters  – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [20-30]% [20-30]% [30-40]% [30-40]% [20-30]% 
Meggitt  [20-30]% [20-30]% [20-30]% [20-30]% [10-20]% 
Combined  [50-60]% [40-50]% [50-60]% [60-70]% [40-50]% 
Safran  [10-20]% [20-30]% [20-30]% [0-5]% [20-30]% 
Honeywell  [10-20]% [10-20]% [5-10]% [10-20]% [10-20]% 
Others  [10-20]% [10-20]% [10-20]% [10-20]% [20-30]% 
Total  100%  100%  100%  100%  100%  
Source: Reply to Request for Information 8, Annex EC RFI 13 -001. 
(223)  Post-Transaction, considering civil helicopters  only, the merged entity would be the 
market leader, with  market shares  in the years 2016- 2020 ranging  between  [40-50]% 
and [60-70]%. Considering  the overall five -year period between 2016 -2020, the 
Parties’ combined market share is  [50-60]%. The market share increment resulting 
from the Transaction would be significant and ranges from [10- 20]% to [20- 30]% 
over the same period. Again, th e main competitors would be Safran and Honeywell, 
both well behind the M erged E ntity,  at about [10- 20]% and [10- 20]% respectively.  
Table 11 – AWB for military helicopter, 2016- 2020 market shares  
AWB for military helicopter  – Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [60-70]% [60-70]% [70-80]% [70-80]% [60-70]% 
Meggitt  [30-40]% [30-40]% [20-30]% [20-30]% [30-40]% 
Combined  [90-100]% [90-100]% [90-100]% [90-100]% [90-100]% 
Safran  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  
Source: Reply to Request for Information 8, Annex EC RFI 13 -001. 
(224)  Post-Transaction, considering military helicopters only , the Merged Entity would be 
the market leader, with a near monopoly situation (market shares in the years 
2016- 2020 ranging between [90- 100]% and [90- 100]%). Considering the overall 
 
49 five-year period between 2016- 2020, the Parties’ combined market share is 
[90-100]%. The market share increment r esulting from the Transaction would be 
significant  and ranges from [20- 30]% to [30- 40]% over the same period. Safran 
would likely be the only remaining competitor with a very small market share 
(approx. [0 -5]%). 
(225)  The Merged Entity would therefore have a ver y large market share, significantly in 
excess of [50- 60]% over the last five year (and actually close to [90- 100]% for 
military). According to the Horizontal Merger Guidelines, ‘ very large market shares 
– 50% or more – may in themselves be evidence of the existence of a dominant 
market position’.247 Therefore, while other factors need  to be taken into account 
(e.g. the ability of competitors to effectively constrain the Merged Entity), the 
Merged Entity’s market share of over [50- 60]% is an indication for a dominant 
market position. 
(226)  Further, the AWB for helicopters market is already highly concentrated pre-
Transaction, and would be even more so post -Transaction. The Notifying Part y 
attribute s a market share to only (i) two active suppliers by name for civil 
helicopters, namely Safran and Honeywell – with an additional up to [20- 30]% of 
the market accounted for by ‘Others’ and (i) only one active supplier, namely Safran for military helicopters – with only [0 -5]% accounted for by ‘Others’. Post -
Transaction,  the number of players with a sizeable market presence would thus be 
reduced to three: t he Merged Entity, Safran and Honeywell , in a market 
characterized by significant barriers to entry as explained in paragraph s (112)  and 
(237) . 
(227)  This very high level of concentration is also borne  out in the relevant HHI values. 
Based on 2020 mar ket shares, the AWB for helicopters  market would have a pre -
Transaction HHI value of [3500- 4000]
248, [1500- 2000]  for civil helicopters249 and 
[5500- 6000]  for military helicopters. Post- Transaction, this concentration would 
further increase, expressed in a post -Transaction HHI value of [7000- 7500]250 
([2000- 2500]  for civil251 and [9500- 10000]  for military) and a delta of [3000- 3500]  
([700- 800] for civil and [4000- 4500]  for military).  These values are far above the 
thresholds for which the Commission considers that i t is unlikely to find competition 
concerns. The AWB for the helicopters market, and the civil and military segments, were therefore already concentrated pre -Transaction and would be even more so 
post-Transaction.  
(C) Competitors' ability to constrain the Merge d Entity 
(228)  Post-Merger, the Parties ’ competitors in the market for AWB for helicopters  (civil 
and military) are unlikely to be able to effectively constrain the Merged Entity.  
                                                 
247  Horizontal Merger Guidelines, paragraph 17.  
248  The pre-Transaction  HHI value for AWB for  helicopters is based on the most conser vative approach 
allocating the market share of [5-10]% in the other s category  to 6 different hypothetical competitors.  
249  The pre-Transaction  HHI value for AWB for civil helicopters is based on the most conservative approach 
allocating the market share of [20-30]% in the other s category  to 23 different hypothetical competitors.  
250  The post-Transaction  HHI value for AWB for  helicopters is based on the most conservative approach 
allocating the market share of [5-10]% in the other s category  to 6 different hypothetical competitors.  
251  The post-Transaction  HHI value for AWB for civil helicopters is based on the most conservative approach 
allocating the market share of [20-30]% in the other s category  to 23 different hypothetical competitors.  
 
50 (229)  The Merged Entity’s very large market share post -Transaction, and the highly 
concentrated nature of the AWB for helicopters market (and the civil and military 
segments) in themselves suggest that competitors do not have particularly strong market positions and lack the competitive strength to effectively constrain the Merged Entity . 
(230)  In addition, customers’ ability to credibly resort to alternative suppliers to the Merged Entity appears to be limited, as some competitors do not offer certain types of helicopter AWB (e.g. steel AWB) or are simply not focused on AWB for helicopters.  
(231)  Finally, significant barriers to entry render the emergence of new players capable of 
effectively constraining the Merged Entity on the AWB for helicopters unlikely.  
(232)  First , competitors active at present in the AWB for helicopters market have a very 
limited market presence, lack certain capabilities, and/or do not focus on maintaining/expanding their presence in this market.  
(233)  Safran , which will be post -Transaction the largest competitor to the Merged Entity 
has a 2020 market share of [5 -10]% ([20-30]% for civil  helicopters and [0 -5]% for 
military ones)  and its market share does not exceed [10- 20]% over the period 2016-
2020 ([10-20]% for civil helicopters and [0-5]% for military ones) . As 
acknowledged by the Notifying Part y, and confirmed by Safran
252, helicopters (both 
civil and military) typically use steel brakes.253 The Notifying Part y even expect s 
that the winner of two upcoming helicopter programmes ‘ [Parties’ programmes ] 
competitions will be equipped with steel brakes ’. However, Safran has hardly any 
steel capabilities and confirmed that it only ‘ produces very few steel brakes ’.254 
Safran further confirmed that the AWB for helicopters market is ‘ is of less strategic 
importance for Safran’.255 This hinders customers’ ability to resort to Safran for steel 
AWB helicopt ers, which represent the material that is predominantly used in this 
market , since only two in- production helicopters are equipped with carbon brakes – 
the Bell -Boeing V -22 Osprey (military) and the Airbus H160 (both civil and 
military) .  
(234)  Honeywell  is yet another competitor to the Merged Entity in the market for AWB 
helicopters where its 2020 market share is small (approx. [0-5]% and [10-20]% in 
civil only with no market share in military ). Honeywell considers itself as a marginal 
player in AWB helicopters market and explains that it ‘ typically focuses on twin -
[aisle] , larger aircraft where it does not compete with the participants to the 
transaction’256 and that therefore ‘[i] f there is going to be any effect  [of the 
Transaction, it] would expect it to be on the smaller aircraft space where [it]  
typically does not focus ’.257 The Parties do not regard Honeywell  as a particularly 
significant constraint in the market for AWB for helicopters. In an internal 
                                                 
252  Reply to Questionn aire to AWB competitors, question 45.1.3 . 
253  Form CO, paragraph s 525, 529 and 530.  
254  Minutes of a call with a competitor, 10  December 2021 . 
255  Ibid.  
256  Reply to Questionnaire to AWB customers, question 59.1.  
257  Reply to Questionnaire to AWB customers, question 61.  
 
51 document, Parker refers to Honeywe ll in only one of the two AWB helicopters 
segments and simply as a non- primary competitor.258  
(235)  In view of the above , it appears that neither Safran nor Honeywell have a particular 
focus on AWB for helicopters. Furthermore, none of them was considered by the 
Parties and market participants to be a particularly strong competitor in this market. 
Those statements apply to both civil and military helicopters.  
(236)  Second , other potential suppliers of AWB for helicopters were equally seen as 
having a weak position and t herefore unable to sufficiently constrain the Merged 
Entity. During the market investigation, all wheels and brakes manufacturers but one (Darwin *) consider themselves weak, not strong at all or not active
259 in AWB for 
helicopters. Upon a closer analysis, e ven Darwin * seems to have a limited presence 
in civil and military helicopters. The Notifying Part y did not allocate specific market 
share to Darwin * in their estimates. In addition, in one of Parker’s internal 
documents, Darwin* is perceived as [ Parker’s market analysis ] and customer 
relations.260 Similarly, Collins (an aerospace division of Raytheon) explains that it is 
not ‘active in general aviation or in rotorcrafts ’261 and further states that ‘these 
segments less attractive, since there are neither many n ew aircrafts nor much 
development of the industry in general ’.262  
(237)  Third , a large majority of customers and competitors expressing their view submit 
that they are not aware of any market entry in AWB in the past five years and do not expect the entry of viable new AWB players in the next five years. In this context, also no market participant refers to any past or future entry with respect to AWB for helicopters specifically.
263 In particular, there also does not appear to be imminent 
entry into AWB for hel icopters by AWB manufacturers that are at present only 
active in other AWB markets. Furthermore, new entry in the market for AWB helicopters is unlikely given that potential new entrant have reduced incentives to invest and develop capabilities for a marke t often qualified as unattractive where 
only a limited number of new opportunities emerge. In this respect, the Notifying Party explained that ‘ there  are very few future AWB military rotorcraft opportunities 
(or indeed civil helicopter opportunities). Ther e are essentially only two new 
military rotorcraft programmes (both for the US military): the FLRAA and the Future Attack Reconnaissance Aircraft (FARA) ’.
264 
(D) Competition between the Parties  
(D.i) Bidding and tender interactions between the Parties  
(238)  Pre-Transaction,  both Parties compete d for AWB tenders for helicopters. B oth 
Parties supply steel AWB for helicopters. Although the use of carbon  brakes is 
marginal for helicopters,  Parker is already equipping a helicopter , the Bell -Boeing 
                                                 
258  Reply to Request for Information 6, Annex RFI 6- 019. 
259  Reply to Questionnaire to AWB competitors, question 44.  
260  Parker RFA -361.  
261  Minutes of a call with a competitor, 9 December 2021.  
262  Ibid.  
263  Replies to Questionnaire to AWB custo mers, questions 49, 49.1, 50, 50.1. Replies to Questionnaire to 
AWB competitors, question 50, 51, 51.1.  
264  Form CO, pa ragraph 492 (d) (e).  
* Should read: Dawin 
 
52 V-22 Osprey, with carbon brakes [ Parker’s knowhow ] while Meggitt has already 
developed in- house carbon capabilities. Therefore, both Parties are likely to exert a 
competitive constraint across the two relevant brake materials for AWB for 
helicopters . 
(239)  First , already today the Parties are engaged in tender -level competition for AWB for 
helicopters (civil and military), and through their respective presence in the AWB for civil and military helicopters market, exert a competitive constraint on each other.  
(240)  In the Opportunity Data, t he Notifyi ng Part y submit s that the Parties in the 
2012- 2021 timeframe did not submit bids for any overlapping AWB helicopter 
programme – whether civil or military.
265 
(241)  In the 2012- 2021 timeframe , Parker overall submitted […]  bids for AWB for 
helicopter  programmes  ([…] civil and […] military)  and records […]  additional 
instances  ([…] civil and […] military) where it did consider bidding but ultimately 
did not bid. Meggitt overall submitted […]  bids for AWB for helicopter  programmes  
and records […]  additional instances w here it did consider bidding but ultimately did 
not bid.266 
(242)  Contrary to the Notifying Part y’s claim , the Parties ’ competitive interactions are 
therefore confirmed by their simultaneous  presen ce in […] overlapping opportunities 
for AWB helicopters  ([…] milita ry and […] civil)  over the last 10 years . In its 
discussion of the [ Parker’s helicopter programme ] Helicopter  programme  (military) , 
Parker listed Meggitt as one of its competitors and explained that the market concerned by that opportunity ‘ [Parker’s market analysis ]’.
267 Meggitt is further 
listed in several other internal documents discussing various helicopter programmes such as the [ Parker’s helicopter programmes ]
268, [Parker’s helicopter 
programmes ]269, [Parker’s helicopter programmes ]270 and the [ Parker’s  helicopter 
programmes ].271 Meggitt’s internal documents regarding recent helicopter 
programmes further provide evidences of Parker being closely monitored. In its discussion regarding the [ Meggitt’s helicopter programmes ] programme, Meggitt 
refers to Parker and explains that ‘ [Meggitt’s market analysis ]’.
272 Regarding the 
[Meggitt’s helicopter programmes ], Meggitt stresses that it is ‘ [Meggitt’s market 
analysis ]’.273 
(243)  With respect to the FLRAA (military) programme in particular, the Notifying Party  
claims that ‘ the Parties have both explored the possibility of roles on the US 
Military’s Future Long Range Assault Aircraft (FLRAA) programme given its size and prominence, but none of these have given rise to the Parties bidding against each other and the only unresolved opportunity potentially involving both of them is 
                                                 
265  See e.g. EC meeting presentation, 17 February 2022, slide 13.  
266  Reply to Request for Information 10, Annex EC RFI10- 002. 
267  Parker RFA -0314.  
268  Parker RFA -0317.  
269  Parker RFA -0345.  
270  Parker RFA -0372.  
271  Parker RFA -0348.  
272  Reply to Request for Information 6, Annex RFI6- 006.  
273  Reply to Request for Information 6,  Annex RFI6 -007. 
 
53 not viewed as a serious prospect ’.274 The Commission notes that Parker and Meggitt 
both participated and were involved in discussions regarding this programme and as 
such monitoring each other, which indicates competitive interactions between them 
at the pre- bid stage regardless of their ultimate bidding decision. The fact that Safran 
has won the supply of the landing gear for the V -280 (military)  and may very well 
supply the AWB for it itself  will not af fect the segment for AWB for civil 
helicopters. It also  unlikely to  question the Merged Entity ’s very strong  position  with 
respect to AWB for military helicopters  given the current significant gap between 
the Merged Entity and Safran ’s market shares . Hence , the market  for AWB 
helicopters  is and will continue to be concentrated with hardly any competitor 
capable of meeting the scale and breadth of the Merged Entity activities in the 
market for AWB for helicopters. In any event, the supply of AWB for the V -280 by 
Safran remains hypothetical at this stage since the Parties have both been in 
discussion with Safran regarding the supply the AWB for this programme . 
(244)  The Notifying Party  further contends  that ‘ the supply of AWB for military rotorcraft 
(or helicopters generally) is not an area of strategic focus for Meggitt ’275 given that 
it represents a small portion of Meggitt’s overall AWB business and due to the 
nature of the programmes supplied by Meggitt, its licensing arrangements and bid 
activity.276 The Commission considers that Meggitt’s interest in the FLRAA 
programmes, which are among the very few helicopters opportunities, demonstrates, 
contrary to what the Notifying Party  claim s, that helicopters are rather an area of 
interest for the company. This is further c onfirmed by Meggi tt’s biding * for other 
major programmes regarding AWB for helicopter such as [ Meggitt’s helicopter 
programmes ] as well as responding to an RFI from [ Meggitt customer ] for the 
[Meggitt’s helicopter programmes ]. This is even truer  since Meggitt , is among the 
very few players, who has been historically active in this market designing AWB for 
helicopters and as such already owns the necessary know -how and technology 
allowing it to focus , at any time, on this market  without incurring prohibitive 
investments .  
(245)  Meggi tt’s interest  in helicopters ’ programmes , in particular military ones , is further 
evidenced in the internal document captioned in Figure 14, which shows its high 
position in this segment that is presented as an attractive one . This figure further 
shows that Meggitt’s aim is at the very least to maintain its position in this market.  
Figure 14 – Meggitt’s positions and segments attractiveness  
[Meggitt’s market analysis]  
Source: Form CO, Annex 5.4.1- 029, slide 2 2. 
(246)  Second , given  the confidential nature of tender processes, there may be  further 
opportunities in which both Parties participated on some level  while not captured by 
the tender data provided by the Parties . This is for instanc e the case for the Bell 
V-280 Valo** one of the two aircraft competing to win the FLRAA program , for 
which Safran is the sole supplier of the landing gear . Parker has [Parker tenders and 
                                                 
274  Form C O, paragraph 492 (a) (i).  
275  Form CO, paragraph 492 (b).  
276  Ibid. 
* Should read: bidding  
** Should read: Valor  
 
54 strategy ].277 Parker’s tender data does not record the Safran V -280 opportunity  
(FLRAA ) although having [ Parker tenders and strategy ]. Meggitt explains  in a 
document dated May 2021 related to that  opportunity that ‘ [Meggitt’s market 
analysis ]’ and that it is  ‘[Meggitt’s market analysis ]’.278 This further demonstrate 
possible competitive interactions between the Parties, which are not captured in their 
tender data.  
(247)  Third , evidence available in the Parties ’ tender document s further demonstrate s that 
they constra int each other even in the absence of overlapping opportunities . For 
instance, Meggitt’s tender data does not record the [ Meggitt’s helicopter 
programmes ] opportunity while Parker’s tender document still refers, as shown in 
Figure 15 below, to Meggitt as one of the only two possible competitors  for that 
same opportunity . The same applies to several other AWB helicopters opportunities 
such as the [ Meggitt’s helicopter pro grammes ]279, the [ Meggitt’s helicopter 
programmes ]280 and the [ Meggitt’s helicopter programmes ]281 for which Parker lists , 
in the corresponding tender document s, Meggitt as a competitor even though the 
latter did not even record that opportunity in its tender da tabase. This demonstrates 
that the Parties constraint each other  even for opportunities for which only one Party 
has actually  participated to and  record ed that opportunity.  
Figure 15 –  Parker’s analysis of competition for one oppor tunity that was not recorded 
by Meggitt   
[Parker’s market analysis ] 
Source: Parker’s internal document. RFA -0317.  
(248)  Fourth , as shown in Figure 15, the analysis of competitors’ mentioned in the AWB 
helicopter tender documents and the regular references therein made by Parker’s to Meggitt as a competitor for the supply of AWB for both civil and military helicopter s further confirms the important pre -bid competitive interactions between 
the Parties. In this respect, Parker cites Meggitt in [the majority]  out of the […]  
documents ( […]%) where at least one competitor is mentioned.  
(249)  In view of  the above, the Parties already pre- Transaction are engaged in tender -level 
competition and each others’ presence evidently has a constraining effect  that is not 
fully captured in the bidding data . 
(D.ii)  The Parties internally consider each other as competitors  
(250)  The Parties not only track each other as part of their AWB helicopter bidding activity, they also consider themselves as close competitors in their internal 
documents.  
(251)  Meggitt lists Parker as one of its ‘ Top Competitors ’ for braking systems, and in that 
context specifically describes  Parkers capabilities in relation to helicopters where it 
                                                 
277  Form CO, paragraph 724.  
278  Reply to Request for Information 6,  Annex RFI6 -007. 
279  Parker RFA -0348.  
280  Parker RFA -0345.  
281  Parker RFA -0314.  
 
55 is considered as  ‘[Meggitt’s market analysis ]’282 and to ‘ [Meggitt’s market 
analysis ]’.283 Those statements appear to relate to both civi l and military helicopters.  
(252)  Parker’s internal documents equally refer to Meggitt as a close competitor. In one of 
its internal documents  (an extract is captioned in  Figure  16), Parker refers to Meggitt 
as one its ‘primary competitors ’ for steel and carbon AWB for helicopters.284 In the 
same document, Parker considers itself to be [ Parker’s market analysis ] player in the 
carbon segment and [ Parker’s market analysis ] player in the steel segment.  Again, 
the document covers both civil and military helicopters.  
Figure  16 – Parker’s view of primary competitors for AWB for helicopters  
[Parker’s market analysis ] 
Source: Extract from Reply to Request for Information 6, Annex EC RFI6- 019. 
(253)  Therefore, the  Parties are not only aware of each other’s presence in the market for 
AWB for helicopters (both civil and military)  but also mutually recognise each other 
as an important competitor in this market (and its respective potential segments) . 
(D.iii)  Market  participants consider the Parties as alternatives  
(254)  In addition to the Parties considering each other as relevant competitors in the AWB 
for helicopters market, also certain market participants observe both of the Parties as active in this market.  
(255)  A number of customers note both Parker’s and Meggitt’s presence in AWB for civil and military helicopters.
285 One customer has ranked Parker and Meggitt as the two 
leaders in a small group of suppliers for both ci vil and military helicopters.286 A 
further customer describes  Parker as ‘very present ’287 in AWB for civil helicopter 
and has a ‘ moderate presence’288 in AWB for military ones. An additional  customer 
stressed that Meggitt has ‘ long experience’ in among others ‘ military helicopters’ .289 
(256)  A competitor explained that ‘ Safran, Meggitt and Parker compete in the supply of 
brakes for helicopters ’.290 This competitor further stated that ‘ Meggitt supplies 
around 40% of brakes in the helicopters segment (Russian and Chinese hel icopters 
excluded), Parker around 30% ’ while it only supplied  ‘a few ’.291 Another competitor 
considers both Meggitt and Parker as present in the market for AWB for helicopters and stresses that ‘ there are certainly some overlaps between the Parties in the supply 
of AWB for [(…)] and helicopters ’.
292  
                                                 
282  Form CO, 5.4 document, Annex 5.4.B -028.  
283  Ibid.  
284  Reply to Request for Information 6,  Annex RFI 6 -019. 
285  See e.g. Replies to Questionnaire to AWB customers, question 44.1 and 44.2.  
286  Replies to Q uestionnaire to AWB customers , questions 44.1 and 44.2.  
287  Reply to Questionnaire to AWB customers, question 44.1.  
288  Ibid.  
289  Reply to Questionnaire to AWB customers, question 44.1.1.  
290  Minutes of a call with a competitor, 10 December 2021.  
291  Ibid.  
292  Minutes of a call with a competitor, 15 December 2021.  
 
56 (257)  Both Parties are therefore seen as active suppliers or potential alternatives in the 
AWB for helicopters market. They therefore exert a relevant competitive constraint on each other (as well as on other AWB suppl iers), which would be removed by the 
Transaction.  
(258)  Therefore, overall, a number of market participants suggest that the Transaction could have a negative impact on competition for AWB for helicopters, leading to e.g. higher prices, worse service, lower avai lability of products.  
(E) Conclusion 
(259)  As set out in this Section 4.2.4.3, the Transaction would lead, in the AWB for helicopters market,  to a very large combined market share of the Merged Entity (in 
excess of 80%  - [50-60]% for civil and [90- 100]% for military ) and result in a 
significant further increase of concentration in that market, for both civil and military  
helicopters . Based on current market share data,  Meggi tt is the only sizeable 
competitor to Parker . Alternative players, Safran, Honeywell  and Darwin *, have  
today  a marginal presence in the AWB for helicopters market and are unlikely to 
sufficiently constrain  the Merged Entity ’s leading position  in the future .  
(260)  Therefore, the Commission concludes that the Transaction raises serious doubts as to its compatibility with the internal market in relation to the  manufacturing and  supply 
of AWB for helicopters , including both civil and military helicopters . 
4.2.4.4. Military fixe d-wing UAVs  
(A) The Parties’ activities  
(261)  Parker has a significant presence in AWB for military fixed -wing UAVs  and is 
bidding for opportunities with both steel and carbon brake solutions.
293  
(262)  Meggitt has a small market presence in AWB for military fixed -wing UAVs , but is 
also bidding for opportunities with both steel and carbon brake solutions.294  
(B) Market structure  
(263)  As detailed above in Table 5, the AWB for military fixed -wing UAVs market is 
highly concentrated. Parker has a 2020 market share of [60- 70]%, Meggitt of [0 -5]% 
and the Merged Entity of [60- 70]%. Considering the 2016- 2020 five -year period, 
Parker has a market share of [50- 60]%, Meggitt of [0 -5]% and the Merged Entity of 
[50-60]%. 
(264)  The Merged Entity would therefore have a very large market share, in excess of 50%. According to the Horizontal Merger Guidelines, ‘ very large market shares – 
50% or more – may in themselves be evidence of the existence of a dominant market 
posit ion’.
295 Therefore, while other factors need to be taken into account (e.g. the 
ability of competitors to effectively constrain the Merged Entity), the Merged Entity’s market share of over 50% is an indication for a dominant market position.  
                                                 
293  Reply to Request for Information 10, Annex EC RFI10- 002. 
294  Reply to Request for Information 10, Annex EC RFI10- 002. 
295  Horizontal Merger Guidelines, paragraph 17.  
* Should read: Dawin 
 
57 (265)  Further, the AWB  for military fixed -wing UAVs market is already highly 
concentrated pre- Transaction, and would be even more so post -Transaction. The 
Notifying Party  attribute s a market share to four active suppliers by name, namely 
Parker, Meggitt, Raytheon and Safran. Post -Transaction, the number of players with 
a market presence would thus be reduced to only three: The Merged Entity, 
Raytheon and Safran.  
(266)  This high level of concentration is also borne  out in the relevant HHI values. Based 
on 2020 market shares, the AWB for military fixed- wing UAVs market would have 
a pre- Transaction HHI value of [5000- 5500] . Post -Transaction, this concentration 
would further increase, expressed in a post -Transaction HHI value of [5000- 5500]  
and a delta of  [300- 400]. These values are significantly above the thresholds for 
which the Commission considers that it is unlikely to find competition concerns.296 
The AWB for military fixed -wing UAVs market was therefore already concentrated 
pre-Transaction and would be even more so post -Transaction . 
(267)  Overall, the Merged Entity would therefore have a very large market share in a concentrated market with respect to military fixed -wing UAVs.  
(C) Competitors’ ability  to constrain the Merged Entity  
(268)  Post-Merger, competitors to the Parties in the AWB for military fixed -wing UAV 
market are overall unlikely to be able to effectively constrain the Merged Entity.  
(269)  The very large market share of the Merged Entity post -Transaction, and the highly 
concentrated AWB for military fixed -wing UAVs market in general (expressed in 
the HHI values), in themselves suggest that the number of competitors that may have 
strong marke t positions and are capable to exert some form of meaningful constraint 
on the Merged Entity is very limited . 
(270)  Only two competitors to the Merged Entity are active on the market: Raytheon and Safran.  
(271)  Raytheon has a 2020 market share of [30- 40]% and a 2016- 2020 five -year average 
market share of [40- 50]%. It will post- Transaction be the largest competitor to the 
Merged Entity. It considers itself to be a very strong player in the AWB for military fixed -wing aircraft space overall , which also encompasses military trainers , 
fighters/bombers  and cargo  aircraft .
297 Looking at UAV s specifically, Raytheon’s 
market share has been declining over the years, from [90- 100]% in 2016 to  [30- 40]% 
in 2020, while Parker’s market share has been steadily increasing  up to [60- 70]% in 
2020 and Meggitt started generating sales in 2020 . While  Parker considers Raytheon 
in both of the tender documents related to new original equipment AWB for military fixed -wing UAV opportunities in the 2012- 2021 timeframe in which a competitor is 
ment ioned, Meggitt did not consider Raytheon in the one such document in which a 
competitor is mentioned.
298 The tendency towards lesser involvement of R aytheon 
for UAVs specifically appears  also evidenced i n an internal document  of Parker  
                                                 
296  Horizontal Merger Guidelines, parag raph 19- 21. 
297  Reply to Questionnaire to AWB competitors, question 44.  
298  Reply to Request for Information 10, Annex EC RFI10- 009. 
 
58 related to a military fixed -wing UAV tender . In this document, Parker assesses that 
Goodrich/Collins (part of Raytheon) ‘ [Parker’s market analysis ]’.299  
(272)  Safran has a 2020 market share of [0 -5]% and a 2016- 2020 five -year average market 
share of [0 -5]%. It therefore has a very small market presence today . Parker 
considers Safran in […]  of […] of the tender documents related to new original 
equipment AWB for military fixed -wing UAV opportunities in the 2012- 2021 
timeframe in which a competitor is mentioned, while Meggitt mentions Sa fran in the 
[…] such document in which a competitor is mentioned.300 In an internal document 
related to a military fixed -wing UAV tender, Parker assesses that Safran ‘ [Parker’s 
market analysis ]’.301  
(273)  In any case, both Raytheon and Safran are vertically integra ted and also offers 
landing gears. Customers that are non- vertically integrated landing gear integrators 
would thus not be inclined to turn to them for AWB supply.  
(274)  Market participants confirm that the AWB for military fixed -wing UAVs market is 
generally co ncentrated with few active competitors. For example, a manufacturer of 
military fixed -wing UAVs submits that it receives only 2 -3 bids in tenders302 and 
explains that according to its understanding ‘ the limited number of AWB suppliers 
are aware of their competitor’s strengths and weaknesses, and make their own 
bid/no- bid decision based probability of win and their determination of program ’.303 
Further, large majorities of market participants do not expect the entry of viable new AWB players in the next five yea rs.
304  
(275)  Overall, therefore, as Safran only has a very small market presence, post -Transaction 
there would only be two players with a meaningful market presence, the Merged Entity as market leader, followed by Raytheon.  
(D) Competition between the Parties  
(276)  While Parker is the market leader in AWB for military fixed -wing UAVs pre -
Transaction, Meggitt only has a small market share. Nevertheless, Meggitt exerts a constraint on Parker in the AWB for military fixed -wing UAVs market, and relevant 
competition betwe en the Parties – which would likely further increase absent the 
Merger – would be lost post -Transaction. This is because the Parties overlap in their 
capabilities which are relevant for the AWB for military fixed -wing UAVs market, 
and have bid or considere d bidding for the same military fixed -wing UAV 
programmes. The Parties also internally consider each other as competitors in the 
AWB for military fixed -wing UAVs market, and market participants regard Meggitt 
and Parker as two of a limited number of player s in this market.  
                                                 
299  Form CO, Annex 5.4.A.075, page 10.  
300  Reply to Request for Information 10, Annex EC RFI10- 009. 
301  Form CO, Annex 5.4.A.075, page 10.  
302  Replies to Questionnaire to AWB  customers, question 3 4. 
303  Reply to Questionnaire to AWB customers, question 34.1.  
304  Replies to Questionnaire to AWB customers, questions 49, 49.1, 50, 50.1. Replies to Questionnaire to 
AWB competitors, question 50, 51, 51.1.  
 
59 (D.i) Bidding and tender interactions between the Parties  
(277)  Pre-Transaction, both Parties compete for AWB tenders for military fixed -wing 
UAVs. Both Parties bid for tenders with both steel and carbon brakes [ Parker’s 
business strategy ]. Therefore , both Parties are likely to exert a competitive constraint 
across the two relevant brake materials for AWB for military fixed -wing UAVs.  
(278)  The Parties are engaged in tender -level competition for AWB for military fixed -wing 
UAVs, and through their respective  presence in the AWB for military fixed -wing 
UAVs market, exert a competitive constraint on each other.  
(279)  In the Opportunity Data, t he Notifying Party  submit s that the Parties in the 
2012- 2021 timeframe both submitted bids for […]  overlapping AWB for militar y 
fixed -wing UAV opportunities – namely […] opportunities for the [ Parties’ bid 
opportunities ].305 Further, in one instance one Party submitted a bid ( […]) while the 
other Party ( […]) considered bidding but ultimately decided against it ( [Parties’ bid 
opport unities ]).306 
(280)  In the 2012- 2021 timeframe Parker overall submitted […]  bids for AWB for military 
fixed -wing UAV programmes and records […]  additional instance where it did 
consider bidding but ultimately did not bid. Meggitt overall submitted […]  bids for 
AWB  for military fixed -wing UAV programmes and records […]  additional 
instances where it did consider bidding but ultimately did not bid.307 
(281)  In the years 2020- 2021 Meggitt has submitted […]  bid with customer [Meggitt 
customer]  and considered submitted bidding in […] . [Meggitt customer]  is by far the 
most important customer of market leader Parker in AWB for military fixed -wing 
UAVs (representing […]  out of the […]  bids submitted by Parker for AWB for 
military fixed -wing UAV opp ortunities in the 2012- 2021 timeframe).308 Parker is 
therefore not only challenged by Meggitt on the overall AWB for military fixed-
wing UAV market, but also specifically at what  is a very important military fixed -
wing UAV customer.  
(282)  The Parties are also awar e that they compete with each other in certain tender events. 
While Meggitt only has […]  tender document in which it records the perceived 
presence of competitors and does not mention Parker in that document, Parker has […] tender documents in which it rec ords the perceived presence of competitors and 
it mentions Meggitt in both these documents.
309 
(283)  Specifically in relation to the [Parties’ bid opportunity ], where both Parties 
submitted bids (to [ Parties’ customers ]), Parker notes in relation to the [ Parker 
customer ] bid: ‘ [Parker market analysis ]’.310 Further, Parker only assesses one other 
competitor for this opportunity, namely Meggitt, and states that ‘ [Parker market 
analysis ].311 While when evaluating the competitive landscape for the [Parker 
customer]  bid, Pa rker also considers Raytheon and Safran as competitors in addition 
                                                 
305  See e.g. EC meeting presentation, 17 February 2022, slide 13.  
306  See e.g. EC meeting presentation, 17 February 2022, slide 16.  
307  Reply to Request for Information 10, Annex EC RFI10- 002. 
308  Reply to Request for Information 10, Ann ex EC RFI10 -002. 
309  Reply to Request for Information 10, Annex EC RFI10- 009. 
310  Parker RFA -0270, page 3.  
311  Parker RFA -0269, slide 11.  
 
60 to Meggitt, this shows that despite its small present market share, Parker considers 
Meggitt as a strong competitor for certain military fixed -wing UAV opportunities. 
Further, it also shows  that landing gear integrators such as [Parker customer]  which 
do not have in- house AWB production are reliant essentially on only Parker and 
Meggitt in this market, as the other alternative suppliers (Raytheon and Safran) are themselves also active as lan ding gear suppliers.  
(D.ii)  The Parties internally consider each other as competitors  
(284)  Aside of tracking their perceived presence in certain tender events (e.g. [ Parties’ bid 
opportunity ]), the Parties (and in particular Parker) also more generally consider 
themse lves and each other as among a limited number of competitors in the AWB 
for military fixed -wing UAVs market.  
(285)  Parker describes UAVs as ‘ [Parker’s market analysis ]’,
312 and considers itself to be 
[Parker’s market analysis ] for steel AWB for UAVs and be the number […]  market 
player for carbon AWB for UAVs.313 In an internal document, Parker considers that 
when looking at AWB for UAVs and trainer aircraft, only Meggitt, Parker and Raytheon are active in supply.
314 In another inte rnal document, Parker describes 
Meggitt and Raytheon as ‘ [Parker’s market analysis ]’ in relation to steel AWB for 
UAVs, and Meggitt and Raytheon as ‘ [Parker’s market analysis ]’ and Safran and 
Honeywell as other competitors in relation to carbon AWB for UAV s.315 
(286)  Meggitt for example also considers that it has a high position in braking systems for 
military applications,316 an area which also includes the AWB for military fixed -
wing UAVs.   
(D.iii)  Market participants consider the Parties as alternatives  
(287)  In addition to the  Parties, and in particular Parker considering each other as relevant 
competitors in the AWB for military fixed -wing UAVs market, also market 
participants generally observe both of the Parties as active in this market.  
(288)  A number of customers note both Parke r’s and Meggitt’s presence in AWB for 
military -fixed wing aircraft generally, of which military fixed -wing UAVs are a 
part.317 A key customer in the AWB for military fixed -wing UAV market notes with 
respect to Meggitt that it ‘ is completely capable to have a  focus or presence on 
military UAVs ’.318 Another customer recognises AWB for military fixed -wing UAVs 
as part of Meggitt’s portfolio, and yet another customer submits that Meggitt ‘ is a 
supplier for military UAV/Trainers ’.319 
(289)  A customer of AWB for military fix ed-wing UAVs further explains that ‘ Parker is 
the principal AWB supplier of  [the Company] . The other potentially relevant players 
as far as [the Company]  is concerned are Meggitt, Honeywell, Safran (formerly 
                                                 
312  Form CO, Annex 5.4.A.089, page 11.  
313  Reply to Request for Information 6, Annex EC RFI6- 019. 
314  Annex EC RFI4 -001, slide 9.  
315  Reply to Request for Information 6, Annex EC RFI6- 019. 
316  Form CO, Annex 5.4.B -028, slide 30.  
317  See e.g. Replies to Questionnaire to AWB customers, question 44.1 and 44.2.  
318  Reply to Questionnaire to AWB customers, question 44.1.1.2.  
319  Reply  to Questionnaire to AWB customers, question 44.1.1.2.  
 
61 Messier/Bugatti) and Collins (Raytheon). [The Co mpany]  does not currently source 
aircraft brakes from these other suppliers, though it has sourced aircraft nose 
wheels from Collins.  [The Company]  also sources from some local suppliers (such 
as Grove Aircraft Landing Gear Systems Inc.) for very light air craft, mostly for 
demonstrations, but not for high performance products intended for deployment. Some of the AWB suppliers, such as Safran, tend to focus on larger aircraft. Honeywell has also “no- bid” most recent  [the Company’s]  AWB requirements ’.
320 
(E) Conclusion 
(290)  As set out in this Section 4.2.4.4, the Transaction would lead to a very large combined market share of the Merged Entity (in excess of 50%) and result in a further increase of concentration in the AWB for military fixed -wing UAVs market. 
While Meggitt currently only has a small share of supply, it is one of a very limited 
number of competitors to market leader Parker and competing also for Parker’s main 
customer. The Transaction reduces the number of active suppliers from four to three.  
(291)  Therefore, the Commission concludes that the Transaction raises serious doubts as to 
its compatibility with the internal market in relation to the manufacturing and supply 
of AWB for military fixed -wing UAVs . 
4.2.4.5. Military fixed -wing trainers  
(292)  Parker has a meaningful presence in the AWB for military fixed -wing trainers 
market and is bidding for opportunities with steel brake solutions.
321 
(293)  Meggitt has a meaningful presence in the AWB f or military fixed -wing trainers 
market, and is bidding for opportunities with both steel and carbon brake 
solutions.322 
(294)  As detailed above in Table 6, the AWB for military fixed -wing trainers market 
appears concentrated. Parker has a 2020 market share of [40- 50]%, Meggitt of [20-
30]% and the Merged Entity of [70- 80]%. Considering the 2016- 2020 five -year 
period, Parker has a market share of [10- 20]%, Meggitt of [ 10-20]% and t he Merged 
Entity of [20- 30]%. 
(295)  The Merged Entity would therefore, considering the five -year average market share, 
have a moderate combined market share. While in individual years like 2020 the 
Merged Entity’s combined market share exceeds 50%, over the enti re five -year 
period, its combined market share is significantly below 50%.  
(296)  While the Notifying Party  ascribes  market shares to only three active suppliers by 
name (Parker, Meggitt and Raytheon), a very large share of supply ( [60-70]% over 
the 2016- 2020 five -year average) is given to ‘Others’. A significant part of this 
supply account ed for by ‘Others’ relates to AWB supply for the KAI/Lockheed T -50 
Golden Eagle  trainer aircraft . According to the Notifying Party , the supplier ‘ could 
be Beringer, Raytheon, Safran, Dawin Friction Materials, Grove, Matco, or any other company with the industrial capacity to produce aircraft brakes (for example, 
                                                 
320  Minutes of a call with a customer, 6 January 2022.  
321  Reply to Request for Information 10, Annex EC RFI10- 002. 
322  Reply to Request for Information 10, Annex EC RFI10- 002. 
 
62 Hyundai) ’.323 Given the uncertainty around the supply accounted for by ‘Others’ an 
informative calculation of HHI values for the AWB for military fixed -wing trainers 
markets is not possible.  
(297)  Overall , it appears that post -Transaction,  competitors to the Merged Entity will 
account for the significant majority of supply in the AWB for military fixed -wing 
trainers market.  
(298)  According to the data provided by the Notifying Part y, competitor Raytheon has a 
2020 market share of [10- 20]% and a 2016- 2020 five -year average market sh are of 
[0-5]%. However, the  group of ‘Others’ is ascribed a 2020 market share of [10- 20]% 
and a 2016- 2020 average market share of [60- 70]%.  
(299)  Raytheon’s market share is set to significantly increase as according to Meggitt’s 
knowledge it will be the AWB supplier for the new Boeing / Saab T -7A trainer 
aircraft. This ‘ is expected to be by far the largest jet trainer opportunity for the 
foreseeable future. Boeing expects to sell 2,700 T -7A aircraft, and has already 
received an order for 475 from the US Air Forc e’. Raytheon’s win of the AWB 
supply for the T -7A is further confirmed in a press release.324 Therefore, Raytheon 
will ‘ capture a very large proportion – likely a significant majority – of “military 
fixed wing trainer” AWB sales in the future ’.325 Raytheon considers itself to be a 
very strong player in the AWB for military fixed -wing aircraft space overall.326  
(300)  Considering the market presence of ‘Others’, i.e. the share of supply the Notifying 
Party  was not able to attribute to any competitor by name, a large par t of this appears 
to be accounted for by the KAI / Lockheed T -50 Golden Eagle. In some years, this is 
the only military fixed -wing trainer aircraft for which any AWB deliveries were 
made.327 
(301)  Given that competitors to the Merged Entity account for the two lar gest AWB for 
military fixed -wing trainers programmes (the T -50 and in future the T -7A) and for 
over 70% of the market share, they exert a significant constraint on the Merged Entity.  
(302)  The Parties have not submitted bids for the same AWB for military fixed -wing 
trainer tender opportunity in the 2012- 2021 timeframe. There are however […]  
instances where one of the Parties submitted a bid and the other Party had considered bidding, but ultimately did not submit a bid.
328 This may in part also be driven by the 
fact that currently Parker only supplies AWB for non- jet engine powered military 
fixed -wing trainers, while Meggitt only supplies AWB for jet engine powered 
military fixed -wing trainers.329  
                                                 
323  Reply to Request for Inf ormation 12, question 4.  
324  See Collins Aerospace press release, https://www.collinsaerospace.com/newsroom/New s/2019/01/collins -
provide -aces5 -ejection -seat-landing -gear-system -boeing- t-x-trainer , accessed on 30 March 2022.  
325  Reply to Request for Information 12, question 4.  
326  Reply to Questionnaire to AWB competitors, question 44.  
327  Reply to Request for Informa tion 12, question 4.  
328  See e.g. EC meeting presentation, 17 February 2022, slides 13 and 16.  
329  Reply to Request for Information 13, Annex EC RFI 13- 001. 
 
63 (303)  Overall, therefore, Parker and Meggitt seem to have different focuses  and in any case 
would only have a moderate combined market share.  
(304)  Therefore, in light of the considerations in this Section 4.2.4.5, the Commission 
concludes that the  Transaction does not raise serious doubts as to its compatibility 
with the internal market in relation to the  manufacturing and  supply of AWB for 
military fixed -wing trainers  overall, and turboprop and jet trainers separately 
(no overlap between the Parti es). 
4.2.5. Conclusion 
(305)  In light of the considerations in this Section 4.2, the Commission concludes that with respect to Aircraft Wheels and Brakes, the Transaction raises serious doubts as to its compatibility with the internal market in relation to the manufacturing and supply of AWB for general aviation  (and the market segments for t urboprop general aviation 
and the manufacture and supply of original AWB for general aviat ion), business jets, 
helicopters (both civil and military) and military fixed -wing UAVs.  
4.3. Aerospace pneumatic valves  
4.3.1. Market shares  
(306)  The Transaction gives rise to a number of affected markets in relation to the manufacture and supply of a erospace pneumatic valves . Market shares are 
calculated
330 in value and include both the supply of aerospace pneumatic valves  for 
original equipment as well as spare parts.  
(307)  With respect to the overall market for  pneumatic valves, the Parties’ combined 
market shares in the years 2016 -2020 range between [20-30]% and [20- 30]%. 
Considering the overall five year period between 2016- 2020, the Parties’ combined 
market share is  [20- 30]%.Table 12  
Table 12 – Pneumatic valves , 2016- 2020 market shares  
Pneumatic valves - Original equipment and spare parts  
  2016  2017  2018  2019  2020  
Parker  [5-10]% [5-10]% [5-10]% [10-20]% [10-20]% 
Meggitt  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Combined  [20-30]% [20-30]% [20-30]% [20-30]% [20-30]% 
Honeywell  [30-40]% [30-40]% [30-40]% [20-30]% [20-30]% 
Liebherr  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Transdigm  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Woodward  [0-5]% [5-10]% [10-20]% [10-20]% [10-20]% 
                                                 
330  Aerospace pneumatic valves m arket shares in the below  tables are rounded with no decimals . 
Further more, t he Parties’  combine d market shares  over the period 2016- 2020  were computed based on 
their sales during this period rather than by calculating the average of their combined annual market share 
over that period.  
 
64 Pneumatic valves - Original equipment and spare parts  
  2016  2017  2018  2019  2020  
Raytheon  [5-10]% [5-10]% [5-10]% [5-10]% [5-10]% 
GE [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Safran  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  
Source: Reply to Request for Information 17, Annex EC RFI 17 -001. 
(308)  With respect to the specific segment of a erospace engine  pneumatic valves331, the 
Parties’ combined market shares in the years 2016 -2020 range between [20- 30]% 
and [20-30]%. Considering the overall five year period between 2016- 2020, the 
Parties’ combined market share is [20- 30]%. 
Table 13 – Engine pneumatic valves , 2016- 2020 market shares  
Engine pneumatic valves - Original equipment and spare parts  
 2016  2017  2018  2019  2020  
Parker  [5-10]% [5-10]% [10-20]% [10-20]% [10-20]% 
Meggitt  [20-30]% [10-20]% [10-20]% [10-20]% [10-20]% 
Combined  [20-30]% [20-30]% [20-30]% [20-30]% [20-30]% 
Honeywell  [30-40]% [20-30]% [20-30]% [20-30]% [20-30]% 
Woodward  [0-5]% [5-10]% [10-20]% [20-30]% [10-20]% 
Transdigm  [10-20]% [10-20]% [10-20]% [5-10]% [10-20]% 
Liebherr  [5-10]% [5-10]% [5-10]% [5-10]% [10-20]% 
Raytheon  [5-10]% [5-10]% [5-10]% [5-10]% [5-10]% 
GE [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Safran  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  
Source: Reply to Request for Information 17, Annex EC RFI 17 -001. 
(309)  With respect to the types  of engine pneumatic valves,  the Transaction gives rise to 
the following affected markets: (i) engine pneumatic valves for engine controls  and 
(ii) engine pneumatic valves for engine anti -ice.332 The Parties’ combined market 
shares in the years 2016- 2020 range between [20- 30]% and [30- 40]% for pneumatic 
valves for engine controls  and between [30- 40]% and [30- 40]% for engine anti -ice. 
Considering the overall five year period between 2016- 2020, the Parties’ combined 
market share is  [30-40]% for pneumatic valves for engine controls  and [30-40]% for 
engin e anti -ice well. 
                                                 
331  With respect to  airframe pneumatic valves , the Parties’ combined market share is largely  below 10%, 
including for all application types of airframe pneumatic valves.  
332  Neither  Parker nor Meggitt have  made any sales during the last five years in the market for the supply  of 
engine pneumatic valves for bleed air.  
 
65 Table 14 – Engine pneumatic valves for engine control , 2016- 2020 market shares  
Engine  pneumatic valves for engine control - Original equipment and spare parts  
  2016  2017  2018  2019  2020  
Parker  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Meggitt  [20-30]% [20-30]% [10-20]% [10-20]% [10-20]% 
Combined  [30-40]% [30-40]% [30-40]% [20-30]% [20-30]% 
Honeywell  [30-40]% [30-40]% [20-30]% [10-20]% [10-20]% 
Woodward  [5-10]% [10-20]% [20-30]% [30-40]% [30-40]% 
Transdigm  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Safran  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Raytheon  [5-10]% [0-5]% [0-5]% [0-5]% [0-5]% 
GE [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Rollroyce  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Others [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total  100%  100%  100%  100%  100%  
Source: Reply to Request for Information 17, Annex EC RFI 17 -001. 
Table 15 – Engine pneumatic valves for engine anti -ice, 2016- 2020 market shares  
Engine pneumatic valves for engine anti -ice - - Original equipment and spare parts  
  2016  2017  2018  2019  2020  
Parker  [0-5]% [5-10]% [10-20]% [20-30]% [20-30]% 
Meggitt  [20-30]% [20-30]% [10-20]% [10-20]% [10-20]% 
Combined  [30-40]% [30-40]% [30-40]% [30-40]% [30-40]% 
Honeywell  [40-50]% [40-50]% [40-50]% [40-50]% [20-30]% 
Transdigm  [10-20]% [10-20]% [10-20]% [10-20]% [10-20]% 
Raytheon  [10-20]% [5-10]% [5-10]% [5-10]% [10-20]% 
Liebherr  [5-10]% [5-10]% [5-10]% [5-10]% [5-10]% 
Others  [0-5]% [0-5]% [0-5]% [0-5]% [0-5]% 
Total (OE + Spa res) 100%  100%  100%  100%  100%  
Source: Reply to Request for Information 17, Annex EC RFI 17 -001. 
4.3.2. The Notifying Party ’s view  
(310)  The Notifying Party  submit s that the Transaction does not give rise to any horizontal 
non-coordinated effects concerns in the supply of aerospace pneumatic valves or any 
potentially relevant segment thereof for the following reasons :333 
(a) The Transaction leads to a modest combined share of [20- 30]% in the supply 
of aerospace pneumatic valves. On a sub- segmented basis, the combine d 
share remains modest at [20- 30]% in the supply of aerospace engine 
pneumatic valves.  
(b) The supply of aerospace pneumatic valves is highly fragmented, with at least 
seven other credible alternative suppliers post -Transaction who will continue 
to constrain t he Merged Entity in tender competition globally.  
                                                 
333  Form CO, paragraph 975.  
 
66 (c) The Parties are not close competitors: their activities are positioned 
differently, with their respective sales activities having a different customer , 
platform and technical focus.  
(d) Customers of aerospace pneumatic valves include some of the largest and 
most sophisticated aerospace players  such as Rolls -Royce , who enjoy 
significant countervailing buyer power that will continue to constrain the Merged Entity.  
(e) The prevalence of large tenders will continue to  spur competitive tension by 
incentivising many players to compete, including by developing new capabilities.  
(f) Barriers to entry and expansion are low for a large universe of suppliers in the aerospace sector, who have existing capabilities, including many established suppliers in other types of aerospace valves such as hydraulic valves.  
(g) Aerospace pneumatic valves face increasing competitive pressure from other types of flow control technologies in line with a trend towards increasing electrification of airc raft and focus from end- customers on fuel economy and 
operational efficiencies.  
4.3.3. The Commission’s assessment  
4.3.3.1. Market structure  
(311)  The Parties’ combined market share the overall market for aerospace pneumatic 
valves as well as engine pneumatic valves for 2020 i s moderate (below [20-30]%). 
The same holds  for the narrower market for e ngine pneumatic valves for engine 
control  where the Parties’  have a 2020 combined market share of [20- 30]%, and are 
behind the market leader Woodward ( [30-40]%). In the market for e ngine pneumatic 
valves for engine anti -ice, despite having a slightly higher 2020 market share of 
[30-40]%, the Merged E ntity will be closely followed by Honeywell  with a market 
share of [20- 30]%. Considering the last five years ( 2016- 2020) , the Merged Entity 
would be the second largest player  ([30-40]%) after Honeywell ([30- 40]%).  
(312)  Whether in the overall market for aerospace engine pneumatic valves or the 
narrowly defined markets for engine pneumatic valves for (i) engine control and 
(ii) engine anti -ice, the Merged Entity will have a moderate market share in a 
relatively fragmented environment  where other sizeable players will continue to 
operate.  
(313)  For the overall engine pneumatic valves market, t hese include Honeywell with a 
2020 market share of [20- 30]% as well as Woodward, TransDigm and Liebherr who 
have a 2020 market share of [10- 20]%, [10-20]% and [10-20]% respectively. 
Additional players such as Raytheon ( [5-10]%), GE ([0 -5]%) and Safran ( [0-5]%) 
will also continue to be active in this  market. Considering the 2016- 2020 five -year 
period, the Merged Entity  will only be second with a combined share of  [20-30]%. 
The top competitors over the same period will be Honeywell ( [30-40]%), Woodward 
([10-20]%), TransDigm ( [10-20]%) and Liebherr ( [5-10]%).  
 
67 (314)  In the narrow  market for engine pneumatic valves for  engine control , the Merged 
Entity will face competition from Woodward, Honeywell and Transdigm who 
respectively have a 2020 market shares of [30- 40]%, [10-20]% and [10- 20]%. 
Considering the 2016 -2020 five -year period, the Merged Entity  will have a 
combined share of  [30-40]%. The top competitors over the same period wi ll be 
Honeywell ( [20-30]%), Woodward ( [20-30]%), TransDigm ([10- 20]%).  
(315)  In the narrow  market for engine pneumatic valves for  engine anti -ice, the Merged 
Entity competitors are Honeywell, Transdigm, Raytheon and Liebherr with 2020 market shares of [20- 30]%, [10-20]%, [10-20]% and [5 -10]% respectively. As 
explained above, c onsidering the 2016- 2020 five -year period, the Merged Entity  will 
only be second with a combined share of  [30-40]%. The top competitors over the 
same period will be Honeywell ( [30-40]%), TransDigm ([10- 20]%), Raytheon 
([10-20]%) and Liebherr ( [5-10]%).  
(316)  The market for engine pneumatic valves  (including for engine con trol and engine 
anti-ice) is therefore diverse and will remain so post -Transaction .  
4.3.3.2. Competitive analysis  
(317)  Post-Transaction , competitors to the Parties in the market for engine pneumatic 
valves , including the two sub- segments for engine control and engine anti-ice, are 
likely  to be able to effectively constrain the Merged Entity.  
(318)  The moderate market share of the Merged Entity post -Transaction, and the 
fragmented nature of the engine pneumatic valves market , including  the narrowly 
defined markets for engine pneumatic valves for (i) engine control and (ii) engine anti-ice, in themselves suggest that competitors have particularly strong market 
positions and have  the competitive strength to effectively constrain the Merged 
Entity.  This is confirmed both by an assessment of each of the Parties’ relative 
positions  in these markets  as well as  by an assessment  of the specific situation of 
each competitor  therein.  
(319)  First , regarding the Parties’ positions in the market for engine pneumatic valves, 
several respondents t o the market investigation excluded Parker and /or Meggitt from 
their list of  the top five competitors. For instance, one competitor did not list either 
Parker or  Meggitt as part of the top five pneumatic valve competitors , which  rather 
included ‘Eaton, Honeywell, Transdigm, Safran, Collins Aerospace ’.
334 Similarly, a 
customer excluded both Parker and Meggitt from its list of  the top five competitors 
for pneumatic valves.335 Another competitor  only included Parker in such a  list.336 
Importantly, one competitor lists Parker and Meggit t as the fifth and sixth ranking 
competitors in the pneumatic valve market by explaining that ‘ the following 
companies are the strongest competitors in relation to pneumatic valves (in descending order of market share): Honeywell, Collins Aerospace,Liebherr,* 
TransDigm, Parker, Meggitt ’.
337 The relatively fragmented  nature of the engine 
pneumatic valve market is confirmed  by Meggitt’s internal  description of the flow 
                                                 
334  Reply to Questionnaire to pneumatic valve  competitors , question 11.2.  
335  Reply to Questionnaire to pneumatic valve  customers, question 10.2.  
336  Reply to Questionnaire to pneumatic valve  competitors , question 11.2.  
337  Reply to Questionnaire to pneumatic valve  competitors , question 11.2.  
* Should read: Collins Aerospace, Liebherr  
 
68 control market (which comprises pneumatic engine valves) as being ‘ highly 
fragmented & multifaceted market ’.338  
(320)  Second , an assessment of  the specific competitive position of each competitor also 
confirms that they have the necessary competitive strength to effectively constrain 
the Merged Entity both in the overall market for engine pneumatic valves and in the 
narrowly defined markets for engine pneumatic valves for engine control and engine 
pneumatic valves for engine anti -ice.  
(321)  Honeywell , will remain  post-Transaction the largest player  in the ov erall market for 
engine pneumatic valves ( [30-40]% over the period 2016- 2020) and in the narrowly 
defined market engine pneumatic valves for engine anti -ice ([30-40]% over the same 
period) . Honeywell will also be a close second in the narrower market for e ngine 
pneumatic valves for engine  control ( [20-30]% over the period 2016- 2020).  
Honeywell ’s leading position is confirmed by the results of  the market investigation 
since most of the participants, both competitors and customers, named Honeywell as one of t he top 5 competitors.
339 Honeywell’s leading position is also noted in the 
Parties’ internal documents. Parker  describes Honeywell as being  ‘[Parker’s market 
analysis ]’.340 Internally, Parker ranks Honeywell as […]  in the overall sector for 
engine air systems & actuation.341  
(322)  Woodward is and will remain post- Transaction a leading supplier with a 2020 share 
of [10-20]% in the supply of aerospace engine pneumatic  ([10-20]% over the over 
the period 2016- 2020) . Woodward is the largest player  in the narrower market for 
engine pneumatic valves for engine  control ( [30-40]% market share in 2020 and 
[20-30]% over the last five years). It  has a broad portfolio of conventionally actuated 
pneumatic valves and is also […]  of the ma in suppliers of fueldraulically actuated 
pneumatic valve products which have wide applications in engine controls. Parker ranks Woodward as the number one competitor in engine valves and describes it as being a ‘[Parker’s market analysis ]’ alongside Honeyw ell.
342 
(323)  TransDigm  has a 2020 market share of [10- 20]% in the supply of aerospace engine 
pneumatic valves ( [10-20]% over the last five years). TransDigm supplies  both 
engine pneumatic valves for engine control and for anti -ice and where it holds a 
2020 market share of [10- 20]% (respectively [10- 20]% and [10- 20]% over the last 
five years). It supplies aerospace engine pneumatic valves for, among others, the PW127 engine (manufactured by Pratt & Whitney) for the Airbus C -295 military 
transporter and ATR regional turboprops; the PW300, PW500 and PW600 engines (manufactured by Pratt & Whitney) used on a variety of Dassault, Embraer and Textron business jets, the HF120 engine (manufactured by GE / Honda) for the Honda HA -420 business jet, as well as the FJ44 engine (manufactured by Williams) 
used on the Embraer business jets. 
(324)  Liebherr  is yet another important  engine pneumatic valve supplier that will remain 
active post -Transaction with a  2020 share of [10- 20]% in the supply of aerospace 
                                                 
338  Form CO, Annex 5.4.B -024, slide 4.  
339  Replies to Questionnaire to pneumatic valve customers, question 10.2.  Replies to Questionnaire to 
pneumatic valve competitors , question 11.2.  
340  Form CO, Annex 5.4.A -078, slide 12.  
341  Ibid.  
342  Ibid.  
 
69 engine pneumatic valves  ([5-10]% over the last five years) . It holds a comparable 
market share in the market for engine pneumatic valves for engine anti -ice ([5-10]% 
in 2020 and [5 -10]% over the last five years).  Liebherr develo ps and produces a 
variety of aerospace pneumatic valves , which are mainly used in air management or 
environmental control systems (ECS), with key aircraft programmes including the 
Airbus A320 and A330. In particular, Liebherr is strong in bleed -air and ant i-ice 
valves, supplying for example the anti -ice valves for the PW1100G next generation 
engine for the Airbus A320neo.343 Meggitt describes Liebherr internally as having 
made ‘[Meggitt’s market analysis ]’344 while Parker lists Liebherr among the 
significant co mpetitive threat in aerospace engine pneumatic valves . Parker further 
describes Liebherr as  having ‘ [Parker’s market analysis ]’ and that it is capable of 
‘[Parker’s market analysis ]’.345  
(325)  Third , the Parties’ internal documents support the existence of strong alternative 
players beside the other Party. Meggitt considers the convergence JV between Woodward/GE as a ‘ [Meggitt’s market analysis ]’ on the engine valves segment
346 
and lists Parker as part of a pool of […] players explaining that the market for engine 
pneumatic valve is ‘ [Meggitt’s market analysis ]’.347 Parker considers Meggitt as 
belonging to a […] tier pool of competitors f or engine valves and stresses that 
Honeywell and Woodward are ‘[ Parker’s market analysis ]’.348  
(326)  In view of the above, post -Transaction,  various players , with an established market 
presence, will remain active in the market for the supply of engine pneumatic valves  
as well as the narrower markets for engine pneumatic valves for engine control and 
engine pneumatic valves for engine anti -ice. These competitors also have a broad 
portfolio and a large focus and can effectively constrain the Merged Entity across the 
entire market.  
4.3.3.3. Conclusion 
(327)  In view of the above , in particular in light of the  moderate combined market share of 
the Parties both in the overall market for engine pneumatic valves and in the 
narrowly defined markets for engine pneumatic valves for engine control and engine pneumatic valves for engine anti -ice, and the existence of  several other important 
players that will remain active  post- Transaction , the Commission concludes that the 
Transaction does not raise serious doubts as to its compatibility with the internal market in relation to the  manufacturing and  supply of engine pneumatic valves or 
any sub -segment therein . 
                                                 
343  Form CO, paragraph 981 (c).  
344  Liebherr, ‘ Liebherr -Aerospace to Supply NORDAM with Anti -ice Valves for Airbus A320ne o  
Next-generation Nacelle ’, 12 March 2018, Available at: https://www.liebherr.com/en/gbr/latest-
news/news -press -releases/detail/liebherr -aerospace -to-supply -nordam -with-anti-ice-valves -for-airbus -
a320neo- next-generation -nacelle html , accessed 5 April 2022.  
345  Form CO, Annex 5.4.A -078, slide 12.  
346  Form CO, Annex 5.4.B -001, slide 14.  
347  Form CO, Annex 5.4.B 001, page  11.  
348  Form CO, Annex 5.4.A -078, slide 12.  
 
70 5. PROPOSED REMEDIES  
5.1. Analytical framework  
(328)  The following principles from the Remedies Notice349 apply where parties to a 
merger choose to offer commitments in order to restore effective competition. 
(329)  Where, as in this case, a notified concentration raises serious doubts as to its 
compatibility with the internal market, the Parties may modify the notified 
concentration so as to remove the grounds for the serious doubts identified by the 
Commission with a view to having it declared compatible with the internal market 
pursuant to Article 6(1)(b) in conjunction with Article 6(2) of the Merger 
Regulation.  
(330)  The Commission only has power to accept commitments that are capable of 
rendering the concentration compatible with the internal market in that they will 
prevent a significant impe diment to effective competition in all relevant markets 
where competition concerns were identified.350 To that end, the commitments have 
to eliminate the competition concerns entirely351 and have to be comprehensive and 
effective from all points of view.352 
(331)  In assessing whether proposed commitments are likely to eliminate its competition 
concerns, the Commission considers all relevant factors, including inter alia  the 
type, scale and scope of the commitments, judged by reference to the structure and 
particular ch aracteristics of the market in which those concerns arise, including the 
position of the parties and other participants on the market.353 Moreover, 
commitments must be capable of being implemented effectively within a short period of time.
354 
(332)  Where a proposed concentration threatens to significantly impede effective competition, the most effective way to maintain effective competition, apart from prohibition, is to create the conditions for the emergence of a new competitive entity or for the strengthening of e xisting competitors via divestiture by the merging 
parties.
355 
(333)  Divestiture commitments are generally the best way to eliminate competition 
concerns resulting from hor izontal overlaps.356 
5.2. Description of the Proposed Remedies  
(334)  In order to address the serious doubts raised by the Transaction with a view to render ing the concentration compatible with the internal market, Parker  has modified 
                                                 
349  Commission ’s Notice on Remedies acceptable under Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (‘Remedies Notice’),  OJ C 267, 22.10.2008, p. 1.  
350  Remedies Notice, paragraph 9.  
351  Case C -202/06 P Cementbouw Handel & Industrie v Commission [2007] ECR 2007 I -12129, 
paragraph  54. 
352  Remedies Notice, paragraphs 9 and 61.  
353  Remedies Notice, paragraph 12.  
354  Remedies Notice , paragraph 9.  
355  Remedies Notice, paragraph 22.  
356  Remedies Notice, paragraph 61.  
 
71 the notified Transaction by entering into the certain commitments, which are 
annexed to this decision and form an integral part  thereof.  
(335)  On 18 March 2022, Parker  submitted the following commitments pursuant to 
Article  6(2) of the Merger Regulation (the ‘Commitments of 18 March 2022’).  
(336)  Parker  proposed to divest Parker’s AWB division. The tangible assets included in 
the divestment b usiness include in particular the production site located in Avon, 
Ohio, USA. They further include all tangible assets used by the divestment business, 
including all office inventory and office equipment used by the AWB Division at the 
time of Closing as w ell as certain assets used by the AWB division which are located 
at a plant in Guaymas, Mexico which supplies limited basic machining to the AWB division.  
(337)  The intangible assets part of the divestment business include:  
(a) The ‘Cleveland Wheels & Brakes’ brand.  In addition, Parker will provide a 
non-exclusive, royalty -free licence for the trademarks containing Parker 
group branding currently used by the AWB division for a transitional period of up to 12 months from Closing solely for the sale of the existing inventory of Parker -branded products currently manufactured by the AWB division, 
and other transitional purposes, such as re -branding websites and marketing 
materials, consistent with AWB’s usage of the Parker brands prior to Closing; during this period of up to 12 months, Parker will procure that 
Meggitt will not use the Parker name in relation to the products of Meggitt’s AWB business, save that Parker will at all times be permitted to add the Parker name to the corporate names of Meggitt or any affiliated u ndertakings 
controlled by Meggitt and to reflect this in relevant publicity or other 
materials.  
(b) Any designs/drawings developed (or co- developed) by the AWB division; 
patents used by the AWB division; results, contracts and materials related to R&D projects ; and trade secrets mostly related to application engineering 
knowledge.  
(338)  Further, the divestment business includes certain licences, permits and authorisations, as well as subject to the necessary consent  (which Parker will use its 
best efforts to procure) , the transfer of customer, supplier and distributor contracts 
(as well as related documentation and records).  
(339)  The divestment business’ personnel includes all staff engaged in supporting the divestment business, as well as two to -be-hired engineers and a single employee 
from Parker Aerospace China working exclusively for AWB marker development in China. Certain key management staff is further identified as key personnel.  
(340)  Further, the commitments foresee arrangements for the supply of transitional support services for IT, software, logistical and/or other business support services, minor 
commodity products, and basic machining services for a transitional period, and for the training of, and transfer of skills and knowledge to, certain personnel of the divest ment business by Parker.  
(341)  In relation to AWB contracts existing or being negotiated after award as of the Effective Date with customers represented by Parker group -level key account 
 
72 managers (with the exception of multi- sourced contracts between Parker and 
Meggitt), Parker will not compete to take over the divestment business’ current 
supply position on these existing contracts for 12 months after Closing.  
(342)  The divestment business will explicitly not include certain number of tangible and intangible assets . These include assets located at the premises of Parker’s group -
level central engineering team (with one exception), personnel with limited interactions with the AWB division (group- level customer support operations 
personnel, group -level key account manager s, group -level central engineering 
personnel). Similarly, Parker’s company brand, its ITAR registration, centrally managed logistics contracts or corporate business support functions supplied at the central level, will also not be transferred to the divest ment business. Finally, some 
machinist work supplied to Parker for the AWB division from a plant in Mexico will also not be transferred.  
(343)  The Commitments of 18 March 2022 also include a so- called ‘upfront buyer’ 
provision, meaning that the Transaction cannot be implemented before Parker or the Divestiture Trustee has entered into a final binding sale and purchase agreement for the sale of the divestment businesses and the Commission has approved the 
purchaser and the terms of sale.  
(344)  Finally, the Commitments of 18 March 2022 include certain purchaser criteria. Notably, the purchaser shall be an existing manufacturer of aerospace components. 
(345)  On 1 April 2022, Parker  submitted the following revised commitments, pursuant to 
Article 6(2) of the Merger Regulation (t he ‘Final Commitments’).  
(346)  The Final Commitments also propose the divestment of  Parker’s AWB division  and 
are largely the same as the Commitments of 18 March 2022. The Final Commitments however include the following modifications and improvements compared t o the Commitments of 18 March 2022:  
(a) Clarification that the tangible assets included in the divestment business also 
include all equipment, machines and tooling used in design, testing, qualification, certification, production and product support by the AWB  
division.  
(b) Changes to the brand licence and black -out provision. In particular, the 
divestment business includes the ‘Cleveland Wheels & Brakes’ brand and in 
addition, Parker will provide a non- exclusive, royalty -free licence for the 
trademarks containing Parker group branding currently used by the AWB division for a transitional period of up to 36 months after Closing, provided that after the first 12 months of the licence period the Purchaser’s use of the trademarks will be limited to the purpose of ident ifying the Purchaser as the 
new owner of the legacy Parker AWB division, in all cases provided that such trademarks are used solely in a manner consistent with the usage of the Parker brands by the AWB division prior to Closing (i.e., the Parker brand may not be used for products other than the AWB products the AWB 
Division is selling prior to Closing), it being understood that there is no obligation on the Purchaser to re -brand inventory of Parker branded products 
existing at the time of Closing, even if s old more than 12 months after 
Closing. For a period of 36 months after Closing, Parker will procure that Meggitt will not use the Parker name in relation to the products of Meggitt’s 
 
73 AWB business, save that Parker will at all times be permitted to add the 
Parker name to the corporate names of Meggitt or any Affiliated Undertakings controlled by Meggitt and to reflect this in relevant publicity or other materials.  
(c) In relation to R&D , the clarification that all know -how, reports, engineering 
notebooks or copi es thereof, design files and test records are transferred to 
the divestment business.  
(d) In relation to contracts, the clarification that, subject to necessary consent from counterparties  (which Parker will use its best efforts to procure) , all 
partnership and cooperation agreements related to the AWB division are transferred to the divestment business.  
(e) In relation to the training of, and transfer of skills and knowledge to, certain personnel of the divestment business by Parker , the purcha ser will have the 
option to extend the initial 12 month period after Closing, by an additional 12 months. 
(f) The period after Closing during which Parker will not compete to take over the divestment business’ position on certain existing contracts with custom ers, is extended from 12 months to 36 months. 
(g) A further purchaser criterion is included, namely the purchaser shall have experience in dealing with direct or indirect supplies to military and government customers.  
6. A
SSESSMENT OF THE PRO POSED REMEDIES  
(347)  The Co mmission’s market test was launched on 21 March 2022 and focused on the 
following main topics: (i) whether the Commitments were sufficient to entirely remove the competition concerns caused by the proposed Transaction; (ii) whether the Parker AWB division constitutes a viable business able to compete effectively with the Merged Entity on a lasting basis; (iii) whether there are any specific conditions that a potential purchaser should fulfil; (iv) whether the Divestment Business is sufficiently attractive to find a suitable purchaser.  
6.1. Removal of competition concerns  
(348)  The divestiture of Parker’s global AWB business removes the entire overlap in all markets in which serious doubts due to horizontal non- coordinated effects arise 
(AWB for general aviation, busine ss jets, helicopters and military fixed -wing 
UAVs). The majority of respondents to the market test that expressed a view 
consider that the Commitments  of 18 March 2022 – subject to certain amendments 
addressed further below in this Section 6 – are suitable and adequate to effectively 
remove the competition concerns that may result from the Transaction .
357 
                                                 
357  Replies to Questionnaire to customers on commitments offered by Parker, questions 3, 3.1 and 3.2, and 
Replies to Questionnaire to competitors on commitments offered by Pa rker, questions 3, 3.1 and 3.2.  
 
74 (349)  The Commission , also in light of the considerations in Section 6.2 below,  therefore 
concludes that the Final Commitments are sufficient to remove entirely the 
competition concerns identified in the AWB for general aviation, business jets, helicopters and military fixed -wing UAVs markets.  
6.2. Viability and competitiveness of the Di vestment Business  
(350)  The Final Commitments include a number of provisions to ensure that the Divestment Business is able to viably and independently compete on the markets for the manufacturing and  supply of AWB.  
(351)  Considering the Commitments of 18 March 2022, respondents to the market test 
expressing a view generally consider that the scale and scope of the Divestment Business is sufficient to ensure its immediate  viability and competitiveness – some 
respondents however make this view subject to certain improvements to the Commitments of 18 March 2022 (such as the clarification of to- be-transferred 
tangible assets and the extension of the customer non- solicitation clause).
358 
(352)  Similarly, respondents to the market test expressing a view generally consider that 
the scale and scope of the Divestment Business is sufficient to ensure its 
independence from the Parties – again some respondents made this conditional on 
certain improvements to the Commitments of 18 March 2022 (such as ensuring that the Merged Entity will no t be able to use any potentially retained information to the 
disadvantage of the Divestment Business).
359 
(353)  Following this feedback , Parker included a number of improvements in the Final 
Commitments. These are all improvements to the provisions aimed primarily  at 
replicating capabilities of Parker’s AWB division which pre -Transaction rely to 
some exten t on assets or inputs from parts of Parker that are not part of the 
Divestment Business. The provisions relate in particular to: tangible assets, personnel, the brand and  certain  other intangible assets (in particular connected to 
R&D) . 
(354)  In relation to tangible assets, the Divestment Business  include s the production site of 
the Parker AWB division in Avon, Ohio, USA. In addition, and as further clarified in the Fina l Commitments all other tangible assets used by the AWB division, 
including for example equipment, machines, tooling but also office equipment are to be part of the Divestment Business. Therefore, the Divestment Business will have all tangible assets requi red to be viable and competitive. 
(355)  In relation to the personnel, the Divestment Business includes all personnel currently employed by the Parker AWB division. In addition, the Final Commitments include arrangements for the training of, and transfer of skill s and knowledge to, certain 
personnel of the D ivestment  Business by Parker . This provision is in particular 
aimed at ensuring that no skills and knowledge related to certain R&D projects and held by Parker personnel that does not transfer to the Divestment  Business (as their 
work is mainly on issues not related to AWB) are lost for the Divestment Business.  
                                                 
358  Replies to Questionnaire to customers on commitments offered by Parker, questions 4 and 4.1, and 
Replies to Questionnaire to competitors  on commitments offered by Parker, question 4 and 4.1.  
359  Replies to Questionnaire to customers on commitments offered by Parker, questions 5 and 5.1, and 
Replies to Questionnaire to competitors  on commitments offered by Parker, question 5 and 5.1.  
 
75 (356)  Further in relation to personnel, it has to be noted that certain Parker key account 
managers that in part work with customers that also source AWB from  Parker, will 
not transfer to the Divestment Business. The market test revealed that AWB customers’ primary points of contact are not these key account managers, but personnel of the Parker AWB division, which will transfer to the Divestment Business.
360 Nevertheless, key account managers are seen as important for customer 
relations for the effective supply of AWB by respondents to the market test.361 The 
purchaser criteria (further discussed in Section 6.3) guarantee that the purchaser will be an existing aerospace component supplier with experience in key account management. Further, the Final Commitments foresee that Parker will not compete to take over the Divestment Business’ current supply position at customers 
represented by the Parker key account managers for a period of 36 months after 
Closing (extended from  the 12 months foreseen in t he Commitments of 
18 March  2022). This ensures that any information that the key account managers 
may retain cannot be effectively used by the Merged Entity to the disadvantage of 
the Divestment Business.  
(357)  In relation to the brand, the Divestment Business includes the ‘Cleveland Wheels & 
Brakes’ brand. A majority of the respondents to t he market test expressing a view 
submit that they know the ‘Cleveland Wheels & Brakes’ brand.
362 In order to 
address concerns363 that the time periods foreseen  in the Commitments of 
18 March  2022 for the licence to the Divestment Business for the use of the Pa rker 
brand and for the blackout period for the Merged Entity not to use the Parker brand 
for a certain time after Closing, were too short, these are extended in the Final Commitments (up to 36 months). The Divestment Business will therefore have access to a brand known in the industry – and beyond that be able to effectively 
transition its branding due to the Parker brand licence and blackout arrangements. 
(358)  In relation to other intangible assets, the Divestment Business also includes design rights, patents, trade secrets and R&D projects used or developed by the AWB division. Specifically in relation to the Final Commitments further clarify that also 
all know -how, reports, engineering notebooks or copies thereof, design files and test 
records related to the R &D projects will be transferred.  
(359)  Therefore, overall, the Final Commitments ensure that the Divestment Business will be able to viably and independently compete on the AWB markets. It includes all relevant tangible and intangible assets, and the Final Commitments include provisions that further strengthen its viability (such as the brand arrangements and the customer non- solicitation clause).  
(360)  Crucially, customers responding to the market test submit that they would invite the Divestment Business to AWB tende rs – in fact no AWB customer responding to the 
                                                 
360  Replies to Questionnaire to customers on commitments offered by Parker, q uestion 11.  
361  Replies to Questionnaire to customers on commitments offered by Parker, question 10, and Replies to 
Questionnaire to competitors  on commitments offered by Parker, question 10.  
362  Replies to Questionnaire to customers on commitments offered b y Parker, question 6, and Replies to 
Questionnaire to competitors  on commitments offered by Parker, question 6.  
363  Replies to Questionnaire to customers on commitments offered by Parker, questions 7 and 7.1, and Replies to Questionnaire to competitors  on commitments offered by Parker, questions 7 and 7.1.  
 
76 market test indicates that it would not do so.364 Further, all customers expressing a 
view in the market test submit that also would continue purchasing from the 
Divestment Business for ongoing aircraft programm es.365 
(361)  The Commission therefore considers that the scale and scope of the Divestment Business is sufficient to ensure its viability, competitiveness and independence.  
6.3. Purchaser criteria  
(362)  While the Commitments of 18 March 2022 included the condition that the purchaser 
of the Divestment Business shall be an existing manufacturer of aerospace 
components, the Final Commitments include an additional purchaser criterion:  the 
purchaser  shall have experience in dealing with direct or indirect supplies to military 
and government customers . 
(363)  Majorities of both customers and competitors expressing a view in response to the 
market test submit that they consider it necessary for the potential purchaser to both 
be already active in the supply of other aerospace components (ot her than AWB) and 
to have experience in dealing with military and government accounts.
366 A potential 
purchaser in this context explains that ‘ we would surmise that a potential purchaser 
with an incumbent knowledge of the aerospace components market would be  better 
equipped to manage a divestment entity ’.367 Another potential purchaser submits that 
a ‘practical working knowledge of the aerospace market would be necessary to 
remain competitive versus the Parties on applications which they overlap’.368 A 
competitor  also highlights that potential purchasers ‘ should also have experience 
dealing with military/government customers. Like all AWB systems, AWB for military/government applications are highly customized and the 
military/government ’s procurement processes are  distinct from commercial 
aerospace procurement ’.
369 
(364)  The AWB industry, and the aerospace components industry more broadly, is 
characterised by long -term supply contracts, in which trust and reputation also play a 
role. Further, military/government related ac counts make up a significant part of the 
Divestment Business’ AWB activities. Therefore, the inclusion of these purchaser criteria in the Final Commitments ensure that the Divestment Business can be viably 
operated by the purchaser.  
(365)  In addition, Parker  also proposed not to implement the proposed Transaction before 
entering into a binding agreement with a purchaser, which has to be approved by the Commission. This commitment limits the risks of not finding a suitable purchaser, in particular in light of the purchaser  criteria included in the Commitments . 
                                                 
364  Replies to Questionnaire to customers on commitments offered by Parker, questions 15, 15.1, 15.2, 15.3, 
15.4 and 15.5.  
365  Replies to Questionnaire to customers on commitments offered by Parker, question s 16 and 16.1.  
366  Replies to Questionnaire to customers on commitments offered by Parker, question 21, and Replies to 
Questionnaire to competitors on commitments offered by Parker, question 23.  
367  Reply to Questionnaire to competitors on commitments offere d by Parker, question 23.1.  
368  Reply to Questionnaire to competitors on commitments offered by Parker, question 23.1.  
369  Reply to Questionnaire to competitors on commitments offered by Parker, question 23.1.  
 
77 (366)  The Commission therefore considers that the purchaser criteria included in the Final 
Commitments are sufficient to ensure an effective implementation of the Commitments.  
6.4. Attractiveness of the Commitments  
(367)  The majority of competitors and customers expressing a view in the market test submit that they consider the Divestment Business to be sufficiently interesting to attract suitable purchasers .
370 One respondent highlights that ‘[b] ased on the 
information prov ided, the Divestment Business appears to have good profitability 
and good market leadership in the segments it serves ’.371 Another respondent points 
out that ‘ it is a great business with market leading share ’.372 Yet another respondent 
states: ‘ The Divestment Business has a reputable brand, especially in the general 
aviation industry. Aircraft component manufacturers would find the business a 
unique opportunity. Further, some of the general aviation OEMs would find the 
business attractive and could create a ver tical integration opportunity ’.373 
(368)  Further, s everal potential purchasers responding to the market test indicated potential 
interest in acquiring the Divestment Business.374 Some of these companies made 
their interest subject to certain improvements to the Comm itments of 
18 March  2022, such as a prolongation of the brand licencing period or the extension 
of the non- solicitation clause for customer contracts. As discussed in Section 6.2, 
these issues were improved in the Final Commitments.  
(369)  Therefore, the Commission concludes that the Final Commitments are sufficiently attractive and therefore capable of being implemented effectively in a short period of 
time.  
6.5. Conclusion of the Commitments Assessment  
(370)  For the reasons outlined above, the commitments entered into by the undertakings 
concerned are sufficient to entirely eliminate the serious doubts as to the 
compatibility of the T ransaction with the internal market.  
7. C
ONDITIONS AND OBLIGA TIONS  
(371)  Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may attach to its decision conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered vis -à-vis the Commission with a view to rendering the 
concentration compatible with the internal market.  
(372)  The fulfilment of the measures that give rise to the structural change of the market is a condition, whereas the implementing steps which are necessary to achieve this result are generally obligations on the parties. Where a condition is not fulfilled, the  
                                                 
370  Replies to Questionnaire to customers on commitments offered by Parker, question 22, and Replies to 
Questionnaire to competitors on commitments offered by Parker, question 24.  
371  Reply to Questionnaire to competitors on commitments offered by Parker, question 24.1.  
372  Reply to Questionnaire to competitors on commitments offered by Parker, question 24.1.  
373  Reply to Questionnaire to competitors on commitments offered by Parker, question 24.1.  
374  Replies to Questionnaire to competitors on commitments offered by Parker, question 25.  
 
78 Commission’s decision declaring the concentration compatible with the internal 
market is no longer applicable. Where the undertakings concerned commit a breach of an obligation, the Commission may revoke the clearance decision in accordance with Article 6 (3) of the Merger Regulation. The undertakings concerned may also be 
subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.  
(373)  In accordance with the basic distinction between conditions and obligations describ ed in the preceding paragraph, this Decision should be made conditional on 
full compliance by Parker with the commitments set forth in Section B of the Final Commitments (including the Schedule and its annexes 1- 3). The other commitments 
set out in the Ann ex constitute obligations, as they concern the implementing steps 
which are necessary to achieve the modifications sought in a manner compatible with the internal market.  
8. C
ONCLUSION  
(374)  For the above reasons, the Commission has decided not to oppose the notifi ed 
operation as modified by the Final Commitments  and to declare it compatible with 
the internal market and with the functioning of the EEA Agreement, subject to full compliance with the conditions  set out in Section B of the Final Commitments 
(including t he Schedule and its annexes 1 -3), as annexed to this decision and with 
the obligations contained in the other sections of the said Final C ommitments. This 
decision is adopted in application of Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation  and Article 57 of the EEA Agreement . 
For the Commission   (Signed)  
Margrethe VESTAGER  
Executive Vice -President  
 
 01/04/2022  
Case M. 10506  – Parker -Hannifin / Meggitt  
COMMITMENTS TO THE EUROPEAN COMMISSION 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), Parker -
Hannifin Corporation (“Parker ” or the “ Notifying Party ”) hereby enter s into the following 
Commitments (the “Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a 
view to rendering the acquisition by Parker of Meggitt PLC (“ Meggi tt”) (the “ Concentration ”) 
compatible with the internal market and the functioning of the EEA Agreement.  
This text shall be interpreted in light of the Commission’s decision pursuant to Article 6(1)(b) of the 
Merger Regulation to declare the Concentration compatible with the internal market and the functioning 
of the EEA Agreement (the “Decision ”), in the general framework of European Union law, in particular 
in light of the Merger Regulation, and by reference to the Commission Notice on remedies acceptable  
under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 
(the “ Remedies Notice”).  
Section A . Definitions  
1. For the purpose of the Commitments, the following terms shall have the following meaning:  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the ultimate parents 
of the Parties, whereby the notion of control shall be interpreted pursuant to Article 3 of the 
Merger Regulation and in light of the Commission Consolidated Jurisdictional Notice under 
Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings 
(the " Consolidated Jurisdictional Notice "). 
Assets: the assets that contribute to the current operation or are necessary to ensure the viability 
and competitiveness o f the Divestment Business as indicated in Section B, paragraph 6 (a), (b) , 
(c), (d), (e) and (f)  and described more in detail in the Schedule.  
AWB Di vision : Parker’s aircraft wheels and brakes division.  
Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
Closing Period : the period of […] from the approval of the Purchaser and the terms of sale by 
the Commission.  
Confi dential Information : any business secrets, know -how, commercial information, or any 
other information of a proprietary nature that is not in the public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity and 
indepe ndence in discharging its duties under the Commitments.  
Divestment Business : the AWB Division as defined in Section B and in the Schedule which 
the Notifying Party commits  to divest.  
 Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by Parker  and who has/have received from Parker the exclusive 
Trustee Mandate to sell the Divestment Business to the  Purchaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
First Divestiture Period : the period of […]  from the Effective Date.  
Hold Separate Manager : the person appointed by Parker  for the Divestment Business to 
manage the day -to-day business under the supervision of the Mon itoring Trustee.  
Key Personnel : all personnel necessary to maintain the viability and competitiveness of the 
Divestment Business, as listed in the Schedule, including the Hold Separate Manager.  
Meggitt: Meggitt PLC, a public limited company registered in E ngland and Wales with 
registered number 00432989, with its registered office at Pilot Way, Ansty Business Park, 
Coventry, CV7 9JU , United Kingdom . 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointe d by Parker , and who has/have the duty to monitor Parker’s  
compliance with the conditions and obligations attached to the Decision.  
Parker : Parker -Hannifin Corporation, a corporation registered in Ohio with registered number 
34-0451060, whose registered of fice is at 6035 Parkland Boulevard, Cleveland, Ohio, 44124-
4141, United States of America.  
Parties: Parker (i.e. the Notifying Party)  and Meggitt (i.e. the undertaking that is the target of 
the concentration ). 
Personnel : all staff currently employed by the  Divestment Business, including staff seconded 
to the Divestment Business, shared personnel as well as the additional personnel listed in the 
Schedule . 
Purchaser : the entity approved by the Commission as acquirer of the Divestment Business in 
accordance wi th the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 15 of these Commitments that the 
Purchaser must fulfil in order to be approved by the Commission.  
Schedule : the schedule to these Commitments describing more in detail the Divestment 
Business.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may be.  
TSA : a transitional service agreement.  
Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period.  
 Section B.  The commitment to divest the Divestment Business  
 Commitment to divest  
2. In order to maintain effective competition, and subject to completion of th e Concentration , 
Parker  commits to divest the Divestment Business by the end of the Trustee Divestiture Period 
as a going concern to a purchaser and on terms of sale approved by the Commission in 
accordance with the procedure described in paragraph 16 of these Commitments.  To carry out 
the divestiture, Parker  commits to find a purchaser and to enter into a final binding sale and 
purchase agreement for the sale of the Divestment Business within the First Divestiture Period.  
If Parker  has not entered into such an agreement at the end of the First Divestiture Pe riod, 
Parker  shall grant the Divestiture Trustee an exclusive mandate to sell the Divestment Business 
in accordance with the procedure described in paragraph 28 in the Trustee Divestiture Period.  
3. The Concentration shall not be implemented before Parker or the Divestiture Trustee has entered into a final binding sale and purchase agreement for the sale of the Divestment 
Businesses and the Commission has  approved the purchaser and the terms of sale in accordance 
with paragraph 16.  
4. Parker  shall be deemed to have complied with this commitment if:  
(a) by the end of the Trustee Divestiture Period, Parker  or the Divestiture Trustee has 
entered into a final binding sale and purchase agreement and the Commission approves 
the Purchaser and the terms of sale as being consistent with the Commitments in 
accordance with the procedure described in paragraph 16; and 
(b) the Closing of the sale of the Divestment Business to the Purchaser takes place within the Clos ing Period. 
5. In order to maintain the structural effect of the Commitments, the Notifying Party shall, for a 
period of 10 years after Closing, not acquire, whether directly or indirectly, the possibility of exercising influence (as defined in paragraph 43 of the Remedies Notice, footnote 3) over the 
whole or part of the Divestment Business, unless, following the submission of a reasoned 
request from the Notifying Party showing good cause and accompanied by a report from the Monitoring Trustee (as provided in  paragraph 42 of these Commitments), the Commission finds 
that the structure of the market has changed to such an extent that the absence of influence over the Divestment Business is no longer necessary to render the proposed concentration 
compatible with the internal market. 
Structure and definition of the Divestment Business  
6. The Divestment Business consists of Parker’s AWB Division .  The legal and functional 
structure of the Divestment Business as operated  to date is described in the Schedule.  The 
Divestment Business, described in more detail in the Schedule, includes all assets and staff that 
contribute to the current operation or are necessary to ensure the viability and competitiveness 
of the Divestment  Business, in particular:  
(a) all tangible and intangible ass ets (including intellectual property rights) ; 
(b) all licences, permits and authorisations issued by any governmental organisation for 
the benefit of the Divestment Business;  
 (c) all contracts , leases, commi tments and customer orders of the Divestment Business; all 
customer, credit and other records of the Divestment Business ; and  
(d) the Personnel .  
Section C.  Related commitments  
 Preservation of viability, marketability and competitiveness  
7. From the Effective Date until Closing, the Notifying Party shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the Divestment 
Business, in accordance with good business practice, and shall minimise as far as possible any 
risk of loss of competitive potential of the Divestment Business.  In particular Parker  
undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the value, management or competitiveness of the Divestment Business or that might  alter the 
nature and scope of activity, or the industrial or commercial strategy or the investment policy of the Divestment Business;  
(b) to make available, or procure to make available, sufficient resources for the development of the Divestment Business, on the basis and continuation of the existing 
business plans;  
(c) to take all reasonable steps, or procure that all reasonable steps are being taken, including appropriate incentive schemes (based on industry practice), to encourage all 
Key Personnel to remain wi th the Divestment Business, and not to solicit or move any 
Personnel to Parker’s  remaining business.  Where, nevertheless, individual members 
of the Key Personnel exceptionally leave the Divestment Business, Parker shall provide a reasoned proposal to repl ace the person or persons concerned to the Commission and 
the Monitoring Trustee.  Parker must be able to demonstrate to the Commission that 
the replacement is well suited to carry out the functions exercised by those individual members of the Key Personnel.  The replacement shall take place under the supervision 
of the Monitoring Truste e, who shall report to the Commission.  
Hold -separate obligations  
8. The Notifying Party  commits, from the Effective Date until Closing, to keep the Divestment 
Business separate from the business it is retaining  and to ensure that unless explicitly permitted 
under these Commitments: (i) management and staff of the business retained by Parker  have 
no involvement in the Divestment Business; (ii) the Key Personnel and Personnel of the 
Divestment Business have no involvement in any business retained by Parker  and do not report 
to any individual outside the Divestment Business.  
9. Until Closing, Parker  shall assist the Monitoring Trustee in ensuring that the Divestment 
Business is managed as a distinct and saleable entity separate from the business which Parker  
is retai ning.  Immediately after the adoption of the Decision, Parker  shall appoint a Hold 
Separate Manager.  The Hold Separate Manager, who shall be part of the Key Personnel, shall 
manage the Divestment Business independently and in the best interest of the busi ness with a 
view to ensuring its continued economic viability, marketability and competitiveness and its 
independence from the businesses retained by Parker .  The Hold Separate Manager shall closely 
cooperate with and report to the Monitoring Trustee and, if applicable, the Divestiture Trustee.  
Any replacement of the Hold Separate Manager shall be subject to the procedure laid down in 
 paragraph 7(c) o f these Commitments.  The Commission may, after having heard Parker , 
require Parker  to replace the Hold Separate Manager.  
Ring -fencing  
10. Parker  shall implement, or procure to implement, all necessary measures to ensure that it does 
not, after the Effective D ate, obtain any Confidential Information relating to the Divestment 
Business and that any such Confidential Information obtained by Parker  before the Effective 
Date will be eliminated  and not be used by Parker .  In particular, the participation of the 
Dive stment Business in any central information technology network shall be severed to the 
extent possible, without compromising the viability of the Divestment Business.  Parker  may 
obtain or keep information relating to the Divestment Business which is reasonably necessary 
for the divestiture of the Divestment Business or the disclosure of which to Parker  is required 
by law.  
Non-solicitation clause  
11. The Parties undertake, subject to customary limitations, not to solicit, and to procure that 
Affiliated Undertakings do not solicit, the Key Personnel transferred with the Divestment 
Business for a period of […]  after Closing.    
Due diligence  
12. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, Parker  shall, subject to customary confidentiality assurances and dependent on the 
stage of the divestiture process:  
(a) provide to potential purchasers  sufficient information as regards the Divestment 
Business , including a non- confidential version of the Commitments ; 
(b) provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.  
Reporti ng 
13. Parker  shall submit written reports in  English  on potential purchasers of the Divestment 
Business and developments in the negotiations with such potential purchasers to the 
Commission and the Monitoring Trustee no later than 10 days after the end of eve ry month 
following the Effective Date (or otherwise at the Commission’s request).  Parker  shall submit 
a list of all potential purchasers having expressed interest in acquiring the Divestment Business 
to the Commission at each and every stage of the divest iture process, as well as a copy of all 
the offers made by potential purchasers within five days of their receipt.  
14. Parker  shall inform the Commission and the Monitoring Trustee on the preparation of the data 
room documentation and the due diligence procedure and shall submit a copy of any 
information memorandum to the Commission and the Monitoring Trustee before sending the 
memorandum out to potential purchasers.  
 Section D.  The Purchaser  
15. In order to be approved by the Commission, the Purchaser must fulfil t he following criteria:  
(a) The Purchaser shall be independent of and unconnected to the Notifying Party and its 
Affiliated Undertakings (this being assessed having regard to the situation following the divestiture) ; 
(b) The Purchaser shall have the financial resou rces, proven expertise and incentive to 
maintain and develop the Divestment Business as a viable and active competitive force in competition with the Parties and other competitors;  
(c) The acquisition of the Divestment Business by the Purchaser must neither be likely to 
create, in light of the information available to the Commission, prima facie  competition 
concerns nor give rise to a risk that the implementation of the Commitments will be delayed.  In particular, the Purchaser must reasonably be expected to ob tain all 
necessary approvals from the relevant regulatory authorities for the acquisition of the Divestment Business . 
(d) The Purchaser shall be an existing manufacturer of aerospace components.  
(e) The Purchaser shall have experience in  dealing with  direct or ind irect supplies to 
military and government customers.  
16. The final binding sale and purchase agreement (as well as ancillary agreements) relating to the divestment of the Divestment Business shall be conditional on the Commission’s approval.  
When Parker  has reached an agreement with a purchaser, it shall submit a fully documented 
and reasoned proposal, including a copy of the final agreement(s), within one week to the Commission and the Monitoring Trustee.  Parker  must be able to demonstrate to the 
Commi ssion that the purchaser fulfils the Purchaser Criteria and that the Divestment Business 
is being sold in a manner consistent with the Commission's Decision and the Commitments.  
For the approval, the Commission shall verify that the purchaser fulfils the Purchaser Criteria 
and that the Divestment Business is being sold in a manner consistent with the Commitments 
including their objective to bring about a lasting structural change in the market.  At Parker’s 
request, t he Commission may approve the sale of t he Divestment Business without one or more 
Assets or parts of the Personnel, or by substituting one or more Assets or parts of the Personnel with one or more different assets or different personnel, if this does not affect the viability and competitiveness  of the Divestment Business after the sale, taking account of the proposed 
purchaser.  
Section E.  Trustee  
(I) Appointment procedure  
17. Parker  shall appoint a Monitoring Trustee to carry out the functions specified in these 
Commitments for a Monitoring Trustee.  The Notifying Party commits not to close the 
Concentration before the appointment of a Monitoring Trustee.  
18. If Parker  has not entered into a binding sale and purchase agreement regarding the Divestment 
Business […] before the end of the First Divestiture Peri od or if the Commission has rejected 
a purchaser proposed by Parker  at that time or thereafter, Parker  shall appoint a Divestiture 
Trustee.  The appointment of the Divestiture Trustee shall take effect upon the commencement 
of the Trustee Divestiture Perio d. 
 19. The Trustee shall:  
(a) at the time of appointment, be independent of the Notifying Party and its Affiliated 
Undertakings;  
(b) possess the necessary qualifications to carry out its mandate, for example have sufficient relevant experience as an investment banker or consultant or auditor; and  
(c) neither have nor become exposed to a Conflict of Interest.  
20. The Trustee shall be remunerated by the Notifying Part y in a way that does not impede the 
independent and effective fulfilment of its mandate.  In particular, where the remuneration 
package of a Divestiture Trustee includes a success premium linked to the final sale value of the Divestment Business, such success premium may only be earned if the divestiture takes place within the Trustee Divestiture Period.  
Proposal by Parker  
21. No later than two weeks after the Effective Date, Parker  shall submit the name or names of one 
or more natural or legal persons whom Parker  proposes to appoint as the Monitoring Trustee to 
the Commission for approval.  No later than […]  before the e nd of the First Divestiture Period 
or on request by the Commission, Parker  shall submit a list of one or more persons whom Parker  
proposes to appoint as Divestiture Trustee to the Commission for approval.  The proposal shall 
contain sufficient information for the Commission to verify that the person or persons proposed 
as Trustee fulfil the requirements set out in paragraph 19 and shall include:  
(a) the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under these Commitments;  
(b) the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;  
(c) an indi cation whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are proposed for the two functions.  
Approval or rejection by the Commission  
22. The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate subject to any modifications it deems necessary for the Trustee 
to fulfil its obligations.  If only one name is approved, Parker  shall appoint or cause to be 
appointed the person or persons concerned as Trustee, in accordance with the mandate approved 
by the Commission.  If more than one name is approved, Parker  shall be free to choose the 
Trustee to be appointed from among the names approved.  The Trustee shall be appointed 
within one wee k of the Commission’s approval, in accordance with the mandate approved by 
the Commission.  
New proposal by Parker  
23. If all the proposed Trustees are rejected, Parker  shall submit the names of at least two more 
natural or legal persons within one week of being informed of the rejection, in accordance with paragraphs 17 and 22 of these Commitments. 
 Trustee nominated by the Commission  
24. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate 
a Trustee, whom Parker  shall appoint, or cause to be appointed, in accordance with a trustee 
mandate approved by the Commission.  
(II) Functions of the Trustee  
25. The Trustee shall assume its specified duties and obligations in order to ensure compliance with the Commitments.  The Commission may, on its own initiative or at the request of t he Trustee 
or Parker , give any orders or instructions to the Trustee in order to ensure compliance with the 
conditions and obligations attached to the Decision.  
Duties and obligations of the Monitoring Trustee  
26. The Monitoring Trustee shall:  
(a) propose in its f irst report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
(b) oversee, in close co -operation with the Hold Separate Manager, the on- going 
management of the D ivestment Business with a view to ensuring its continued 
economic viability, marketability and competitiveness and monitor compliance by 
Parker  with the conditions and obligations attached to the Decision.  To that end the 
Monitoring Trustee shall:  
(i) monitor the preservation of the economic viability, marketability and competitiveness of the Divestment Business, and the keeping separate of the Divestment Business from the business retained by the Parties, in accordance with paragraphs 7 and 8 of these Commitments;  
(ii) supervise the management of the Divestment Business as a d istinct and 
saleable entity, in accordance with paragraph 9 of these Commitments;  
(iii) with respect to Confidential Information:  
- determine all necessary measures to ensure that Parker  does not after the 
Effective Date obtain any Confidential Information relating to the Divestment Business,  
- in particular strive for the severing of the Divestment Business’ participation in a central information technology netw ork to the extent 
possible, without compromising the viability of the Divestment Business,  
- make sure that any Confidential Information relating to the Divestment Business obtained by Parker  before the Effective Date is eliminated and 
will not be used by Parker and 
(iv) decide whether such information may be disclosed to or kept by Parker  as the 
disclosure is reasonably necessary to allow Parker  to carry out the divestiture 
or as the disclosure is required by law;  
(v) monitor the splitting of assets and the allocatio n of Personnel between the 
Divestment Business and Parker or Affiliated Undertakings;  
 (c) propose to Parker  such measures as the Monitoring Trustee considers necessary to 
ensure Parker ’s compliance with the conditions and obligations attached to the 
Decision,  in particular the maintenance of the full economic viability, marketability or 
competitiveness of the Divestment Business, the holding separate of the Divestment 
Business and the non- disclosure of competitively sensitive information;  
(d) review and assess pot ential purchasers as well as the progress of the divestiture process 
and verify that, dependent on the stage of the divestiture process:  
(i) potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel i n particular by reviewing, if available, 
the data room documentation, the information memorandum and the due 
diligence process, and  
(ii) potential purchasers are granted reasonable access to the Personnel;  
(e) act as a contact point for any requests by third parties, in particular potential purchasers, 
in relation to the Commitments;  
(f) provide to the Commission, sending Parker  a non- confidential copy at the same time, 
a written report within 15 days after the end of every month that shall cover the 
operation and manag ement of the Divestment Business as well as the splitting of assets 
and the allocation of Personnel so that the Commission can assess whether the business 
is held in a manner consistent with the Commitments and the progress of the divestiture process as we ll as potential purchasers;  
(g) promptly report in writing to the Commission, sending Parker  a non- confidential copy 
at the same time, if it concludes on reasonable grounds that Parker  is failing to comply 
with these Commitments;  
(h) within one week after receipt of the documented proposal referred to in paragraph 16  
of these Commitments, submit to the Commission, sending Parker  a non- confidential 
copy at the same time, a reasoned opinion as to the suitability and independence of the proposed purchaser and the viability of the Divestment Business after the Sale and as to whether the Divestment Business is sold in a manner consistent with the conditions 
and obli gations attached to the Decision, in particular, if relevant, whether the Sale of 
the Divestment Business without one or more Assets or not all of the Personnel affects the viability of the Divestment Business after the sale, taking account of the proposed  
purchaser;  
(i) assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision.  
27. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Trustee shall cooperate closely with each other during and for the purpose of the preparation of the Trustee Divestiture Period in order to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
28. Within the Trustee Divesti ture Period, the Divestiture Trustee shall sell at no minimum price 
the Divestment Business to a purchaser, provided that the Commission has approved both the 
purchaser and the final binding sale and purchase agreement (and ancillary agreements) as in 
 line with the Commission's Decision and the Commitments in accordance with paragraphs 15  
and 16 of these Commitments.  The Divestiture Trustee shall include in the sale and p urchase 
agreement (as well as in any ancillary agreements) such terms and conditions as it considers 
appropriate for an expedient sale in the Trustee Divestiture Period.  In particular, the Divestiture 
Trustee may include in the sale and purchase agreement  such customary representations and 
warranties and indemnities as are reasonably required to effect the sale.  The Divestiture Trustee 
shall protect the legitimate financial interests of Parker , subject to the Notifying Party’ s 
unconditional obligation to divest at no minimum price in the Trustee Divestiture Period.  
29. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission with a comprehensive monthly report written in English 
on the p rogress of the divestiture process.  Such reports shall be submitted within 15 days after 
the end of every month with a simultaneous copy to the Monitoring Trustee and a non-
confidential copy to the Notifying Party. 
(I) Duties and obligations of the Parties  
30. Parker  shall provide and shall cause its advisors to provide the Trustee with all such co -
operation, assistance and information as the Trustee may reasonably require to perform its 
tasks.  The Trustee shall have full and complete access to any of Parker’s or the Divestment 
Business’ books, records, documents, management or other personnel, facilities, sites and 
technical information necessary for fulfilling its duties under the Commitments and Parker  and 
the Divestment Business shall provide the Trustee upo n request with copies of any document.  
Parker  and the Divestment Business shall make available to the Trustee one or more offices on 
their premises and shall be available for meetings in order to provide the Trustee with all information necessary for the performance of its tasks.  
31. Parker  shall provide the Monitoring Trustee with all managerial and administrative support that 
it may reasonably request on behalf of the management of the Divestment Business.  This shall 
include all administrative support funct ions relating to the Divestment Business which are 
currently carried out at headquarters level.  Parker  shall provide and shall cause its advisors to 
provide the Monitoring Trustee, on request, with the information submitted to potential 
purchasers, in par ticular give the Monitoring Trustee access to the data room documentation 
and all other information granted to potential purchasers in the due diligence procedure.  Parker  
shall inform the Monitoring Trustee on possible purchasers, submit lists of potentia l purchasers 
at each stage of the selection process, including the offers made by potential purchasers at those 
stages, and keep the Monitoring Trustee informed of all developments in the divestiture 
process.  
32. Parker  shall grant or procure Affiliated Undert akings to grant comprehensive powers of 
attorney, duly executed, to the Divestiture Trustee to effect the sale (including ancillary agreements), the Closing and all actions and declarations which the Divestiture Trustee 
considers necessary or appropriate t o achieve the sale and the Closing, including the 
appointment of advisors to assist with the sale process.  Upon request of the Divestiture Trustee, 
Parker  shall cause the documents required for effecting the sale and the Closing to be duly 
executed.  
33. Parke r shall indemnify the Trustee and its employees and agents (each an “Indemnified Party”) 
and hold each Indemnified Party harmless against, and hereby agrees that an Indemnified Party 
shall have no liability to Parker  for, any liabilities arising out of the  performance of the Trustee’s 
duties under the Commitments, except to the extent that such liabilities result from the wilful 
 default, recklessness, gross negligence or bad faith of the Trustee, its employees, agents or 
advisors.  
34. At the expense of Parker , the Trustee may appoint advisors (in particular for corporate finance 
or legal advice), subject to Parker’s approval (this approval not to be unreasonably withheld or 
delayed) if the Trustee considers the appointment of such advisors necessary or appropria te for 
the performance of its duties and obligations under the Mandate, provided that any fees and other expenses incurred by the Trustee are reasonable.  Should Parker  refuse to approve the 
advisors proposed by the Trustee the Commission may approve the appointment of such advisors instead, after having heard Parker .  Only the Trustee shall be entitled to issue 
instructions to the advisors.  Paragraph 33 of these Commitments shall apply mutatis mutandis .  
In the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served Parker  
during the Divesti ture Period if the Divestiture Trustee considers this in the best interest of an 
expedient sale.  
35. Parker  agrees that the Commission may share Confidential Information proprietary to Parker  
with the Trustee.  The Trustee shall not disclose such information and the principles contained 
in Article 17 (1) and (2) of the Merger Regulation apply mutatis mutandis . 
36. The Notifying Party agree s that the contact details of the Monitoring Trustee are published on 
the website of the Commission's Directorate- General for Co mpetition and they shall inform 
interested third parties, in particular any potential purchasers, of the identity and the tasks of the Monitoring Trustee.  
37. For a period of 10 years from the Effective Date the Commission may request all information from the Parties that is reasonably necessary to monitor the effective implementation of these Commitments.  
(IV) Replacement, discharge and reappointment of the Trustee  
38. If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee to a Conflict of Interest:  
(a) the Commission may, after hearing the Trustee and Parker , require Parker  to replace 
the Trustee; or  
(b) Parker  may, with the prior approval of the Commission, replace the Trustee.  
39. If the Trustee is removed according to paragraph 38  of these Commitments, the Trustee may 
be required to continue in its function until a new Trustee is in place to whom the Trustee has 
effected a full hand over of all relevant information.  The new Trustee shall be appointed in 
accordance with the procedure referred to in paragraphs 17- 24 of these Commitments.  
40. Unless removed according to paragraph 38 of these Commitments, the Trustee shall cease to 
act as Trustee only after the Commission has discharged it from its duties after all the 
Commitments with which the Trustee has been entrusted have been implemented.  However, 
the Commission may at any time require the reappointment of the Monitoring Trustee if it 
subsequently appears that the relevant remedies might not have been fully and properly 
implemented. 
Section F.  The review clause  
41. The C ommission may extend the time periods foreseen in the Commitments in response to a 
request from Parker  or, in appropriate cases, on its own initiative.  Where Parker  requests an 
 extension of a time period, it shall submit a reasoned request to the Commissi on no later than 
one month before the expiry of that period, showing good cause.  This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same time send a non -
confidential copy of the report to the Notifying Party.  Onl y in exceptional circumstances shall 
Parker  be entitled to request an extension within the last month of any period.  
42. The Commission may further, in response to a reasoned request from the Notifying Parties 
showing good cause waive, modify or substitute, in exceptional circumstances, one or more of 
the undertakings in these Commitments.  This request shall be accompanied by a report from 
the Monitoring Trustee, who shall, at the same time send a non -confidential copy of the report 
to the Notifying Party.  The request shall not have the effect of suspending the application of 
the undertaking and, in particular, of suspending the expiry of any time period in which the 
undertaking has to be complied with.  
Section G.  Entry into force  
43. The Commitments shall take ef fect upon the date of adoption of the Decision.  
 
[signed]  
duly authorised for and on behalf of  
Parker -Hannifin Corporation   
 
  
 SCHEDULE  
1. The Divestment Business operates as a discrete standalone business within Parker , with its own 
production and R&D facility, management and other personnel, with minimal reliance on the 
rest of Parker for its operations.    
2. In accordance with paragraph 6 of these C ommitments, the Divestment Business  includes, but 
is not limited to:  
(a) the following main tangible assets:  
(i) all of the land, land improvements, buildings, and leasehold improvements 
relevant for the Divestment Business, specifically the production site of th e 
AWB Division located at Avon, Ohio, USA; and  
(ii) all tangible assets used by the Divestment Business, including but not limited 
to all equipment, machines and tooling used in design, testing, qualification, 
certification, production and product support by t he AWB Division as well as 
all office inventory and office equipment used by the AWB Division  at the 
time of Closing  as well as certain assets used by the AWB Division which are 
located at a plant in Guaymas, Mexico which supplies limited basic machining  
to the AWB  Division . 
All assets referred to above are included in Annex -001. 
(b) the following main intangible assets , used by the Divestment Business, including all 
documentation, and copies of customer records :1  
(i) Brand:  The “Cleveland Wheels & Brakes” brand , which is the prominent 
brand used by the AWB Division.  In addition, Parker will provide a non-
exclusive, royalty -free licence for the trademarks containing Parker group 
branding  currently used by the AWB Division  for a transitional period of up to 
[…] after Closing , provided that after the first […]  of the licence period the 
Purchaser’s use of the trademarks will be limited to   the purpose of identifying 
the Purchaser as the new owner of the legacy Parker AWB Division , in all 
cases provided that such trademarks are used solely in  a manner consistent with 
the usage of the Parker brands by the AWB Division prior to Closing  (i.e., the 
Parker brand may not be used for products other than the  AWB products the 
AWB Division is selling prior  to Closing) , it being understood that there is no 
obligation on  the Purchaser to re -brand inventory of Parker branded products 
existing at the time of Closing, even if sold more than […]  after Closing .  For 
a period of […]  after Closing, Parker will procu re that Meggitt will not use the 
Parker name  in relation to  the products of Meggitt’s  AWB business, save that 
Parker will at all times be permitted to add the Parker name to the corporate 
names of Meggitt or any Affiliated Undertakings controlled by Meggit t and to 
reflect  this in relevant publicity or other materials ;   
                                                           
1 All of the design rights, patents and other intellectual property used by the AWB Division will be transferred 
as part of the Divestm ent Business .  The AWB Division does not utilise design rights, patents, or other 
intellectual property held by other Park er divisions.  All design rights and other intellectual property are owned 
by Parker -Hannifin Corporation, with the exception of the two AWB Patents used by the AWB Division, which 
are owned by Parker Intangibles, LLC.  
 (ii) Design rights:  Any designs/drawing s developed (or co -developed)  by the 
AWB  Division ; 
(iii) Patents : The patents  used by the AWB Division, as detailed in  Annex -002 
(AWB Patents ); 
(iv) R&D : (A) [Parker project] , including any construction plans, design 
specifications, test results, IP and know -how for the [Parker project] and 
specifications of any components thereof , the AWB Division staff working on 
this project, and the contracts with the third -party supplier;2 and (B)  the results 
of the in- house […] “proof of concept”  R&D project, which is anticipated to 
be completed by August 2022, as well as the AWB Division staff working on 
this R&D project ; in both cases this will include but is not limited to the  transfer 
of all know -how, reports, engineering notebooks or copies thereof, design files 
and test records;   
(v) Other R&D projects : All other R&D projects currently being pursued by the 
AWB Division , including  project s relating to [Parker R&D project];  this will 
include but is not limited to the transfer of all know -how, reports, engineering 
notebooks or copies thereof, design files and test records;  and 
(vi) Trade secrets:   The majority of the AWB  Division ’s IP consists of trade secrets 
in the form of technical knowledge.  This IP focuses on application engineering 
knowledge for wheels and brakes such as design limits for [Parker trade 
secrets] .   
(c) the following main licences, permits and authorisations:  
(i) EASA Part -145 Approval Certificate;  
(ii) FAA – Parts Manufacturer Approval;  
(iii) FAA – Repair Station Certificate;  
(iv) AS 9100 / ISO 9001 certification ; and  
(v) Export licences for each relevant product / aircraft model issued by the US Department of Commerce.  
(d) subject to obt aining any necessary consent s from contractual counterparties, which 
Parker will use its best efforts to procure, the following main contracts : 
(i) the transfer  of all the customer contracts, leases, commitments and customer 
orders related to the AWB Division;  
(ii) the transfer of all of the contracts with suppliers related to the AWB Division;  
(iii) the transfer of all of the contracts with distributors related to the AWB 
Division , namely the distribution contracts with [Parker customers] , which are 
exclusively related to the AWB Division .  Annex -003 contains a list of 
Parker’s distribution contracts, including revenue and date of renewal ; and  
                                                           
2 The AWB Division does not utilise d esign rights, patents or other intellectual property held by non -Parker 
entities.   
 (iv) the transfer of all partnership and cooperation agreements related to the AWB 
Division . 
(e) the following customer, credit and other records: all documentation and records  relating  
to the AWB Division, and which  are necessary to run the Divestment Business.    
(f) the following Personnel: all staff engaged in supporting the Divestment Business  
includi ng: 
(i) two engineers  to be hired by the AWB Division in Avon, Ohio, for the purposes 
of supervising and further developing the in -house [Parker project] being 
handed over by Parker’s central engineering team, following training and 
knowledge transfer ; and   
(ii) [Parker personnel] .  
(g) the following Key Personnel:  
[…] 
(h) arrangements for the supply of transitional support services for IT, software, logistical 
and/or other business support services , minor commodity products,  and basic 
machining services as referred to in  paragraph 3(e) below, by Parker  for a short 
transitional  period of up to […] after Closing  which can be extended to a maximum of 
[…] upon request by the Purchaser .   
(i) arrangements for the training of, and transfer of skills and knowledge to, the  
Divestment Business and/or the personnel set out at paragraph 2(f)(i) above , by Parker 
for a period of 12 months after Closing (or, in respect of the personnel set out at paragraph 2(f)(i) above, if later , […] after each is hired), for the purposes of 
transitioning relevant skills and knowledge held by Parker’s central engineering team in relation to the Divestment Business.   This period can be extended by an additional  
[…] at the option of the Purchaser.  
3. The D ivestment Business will not include : 
(a) Assets: any assets (including laboratory equipment, tools, software etc.) located at the 
premises of Parker’s group -level central engineering team with the exception of all 
results relating to the […]  R&D project as further specified at paragraph  2(b)(iv)  above.  
(b) Personnel:  the following Parker group -level personnel , having very limited 
interactions with the AWB Division : 
(i) Group- level Customer Support Operations (CSO) personnel currently 
supporting the AWB Division to a very limited degree with contract administration services relating to the military aftermarket;  
(ii) Group- level Key Account Managers (KAM) who currently provide very 
limited background support services on few specific customers to the AWB 
Division;  
(iii) Personnel of Parker’s group -level central engineering team  (Central 
Engineering)  who provide  very limited  engineering services to t he AWB 
Division . 
 (c) Intellectual property:  Parker’s company name, general brand name, mark, or logo in 
any form or deviations thereof , except on a transitiona l basis as set out in 
paragraph  2(b)(i) above . 
(d) Non-transferrable licences:  Parker’s ITAR registration.  
(e) Basic machinist work : the machinist work supplied to Parker from a plant in 
Guaymas, Mexico, which supplies a de minimis amount of basic machining services 
for the AWB Division, as this facility and its personnel does not form part of the AWB Division, nor is it owned by Parker. 
(f) Logistics contracts:  any logistics contracts that the AWB Division benefits from, but 
which are managed at a Parker’s centr al level.  
(g) Corporate functions:  any business support functions which are currently supplied at 
central level including legal support, tax support, IT support, payroll support and benefits.  
4. In relation to AWB contracts existing or being negotiated after awar d as of the Effective Date 
with customers represented by a KAM (being [Parker customers] ), and with the exception of 
contracts existing or being negotiated after award for programmes which are multi -sourced as 
between Parker and Meggitt where the customer would otherwise expect competition between 
the two Parties, Parker will not compete to take over the Divestment Business’ current supply 
position on these existing contracts (or relevant parts of these existing contracts) that are included in the Divestment Business for a period of […]  months after Closing . 
5. If there is any asset or personnel which is not covered by paragraph 2 of this Schedule but which is both used (exclusively or not) in the Divestment Business and necessary for the continued 
viability and competitiveness of the Divestment Business, that asset or adequate substitute will 
be offered to potential purchasers . 
 
 
Annex 1  
[List of assets]  
Annex 2  
[List of patents]  
Annex 3  
[List of customers contracts]