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, 25.3.2019  
C(2019 ) 2398 final  
PUBLIC VERSION  
 
To the notifying parties  
Subject : Case M. 9163  – DA AGRAVIS MACHINERY HOLDING / 
KONEKESKO EESTI / KONEKESKO LATVIJA / KONEKESKO 
LIETUVA / KONEKESKO FINNISH AGRIMACHINERY TRADE 
BUSINESS  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2) of  Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 4 February 2019 , the European Commission  (the “Commission”)  received 
notification of a proposed concentration pursuant to Article 4 of the Merger 
Regulation , by which Danish Agro Group  ("Danish Agro" ) through its subsidiaries 
DA Agravis Machinery Holding A/ S (“DA Agravis” ) and Danish Agro Machinery 
Holding A/S  (“Danish Agro Machinery” ) (together “the Notifying Parties”) , acquires 
within the meaning of Article  3(1)(b) of the Merger Regulation  control of the whole 
of Konekesko  Eesti  AS, SIA Konekesko Latvija,  UAB Konekesko Liet uva, and assets 
of Konekesko Oy  in Finland , which constitute the whole of Kesko Group’s 
                                                 
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').  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has been replaced by ranges of figures or a 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 agrimachinery business  (Konekesko Oy ).3 Danish Agro and the Konekesko  Oy’s  
subsidiaries and assets ("Konekesko" or the "Targets") are hereinafter referred to as 
the “Parties”.  
1. THE PARTIES  
(2) DA Agravis and Danish Agro Machinery  are part of the Danish Agro, a Danish co -
operative owned by approximately 10,000 Danish farmers. Danish Agro operates 
mainly within the sale of animal feedstuff mixes, premix and v itamin mixes, fertilizer, 
pesticides , seed and agricultural machinery. It also purchases crops from farmers, 
primarily in Scandinavia, Finland, the Baltic countries, the northern part of Germany, 
Poland and the Czech Republic.  
(3) AS Konekesko  Eesti, SIA Konek esko Latvija and UAB Konekesko Lietuva are 
agricultural machinery trade companies domiciled respectively in Estonia, Latvia and 
Lithuania. These companies are owned by Konekesko Oy, which ultimately belongs 
to the Kesko Group, a Finnish retailing conglomer ate. The Finnish target  comprises  
the agricultural machinery business o f Konekesko Oy in Finland. The T argets 
primarily focus on the import, sale and after -sales service of agricultural machinery to 
end-users such as farmers and independent entrepreneurs w ho offer services to 
farmers, such as harvesting.  
2. THE OPERAT ION 
(4) On 10  February 2017, DA  Agravis and Konekesko Oy concluded a framework 
agreement pursuant to which DA Agravis acquired 45% of the shares of AS 
Konekesko Eesti, SIA Konekesko Latvija and UAB Konekesko Lietuva, i.e. of each 
of the three Baltic undertakings.  The framework agreement also granted  DA Agravis a 
call option to the remaining 55% shares in each of the three Baltic undertakings . DA  
Agravis exercised its call option, by a call notice, on 25  May 2018 , subject to merger 
clearance . The full purchase price for 100% of the shares of the three Baltic 
undertakings is around  […]. This transaction is referred to as the “Baltic transaction”.  
(5) On 1 0 February 2017, Danish Agro Machinery and Koneskeko Oy concluded in 
parallel an agreement pursuant to which Danish Agro Machinery was granted a call 
option to Konekesko Oy’s Finnish agrimachinery trade business. Danish Agro 
Machinery exercised its call op tion, by a call notice, also on 25 May 2018, subject to 
merger clearance. The purchase price of Konekesko’s Finnish agrimachinery business 
is around  […]. 
3. CONCENTRATION  
(6) The proposed acquisition of the three Baltic undertakings  together with the proposed 
acquisition of Konekesko 's Finnish agrimachinery business are to  be treated as one 
and the same concentration arising on t he date of the last transaction , according to 
Article  5(2), sub -paragraph  2 of the Merger Regulation.   
                                                 
3  Publication in the Official Journal of the European Union No C 55, 12.2.2019 , p. 20. 
 
3 (7) Firstly, through each of the proposed transactions, Danish Agro acquires sole control 
over the three Baltic undertakings and of the Finnish assets, within the meaning of 
Article 3(1) (b) of the Merger Regulation. Secondly, the transactions will take place 
within a two -year period between the same undertakings, Danish Agro  and 
Konekesko Oy.  The acquisitions of each of the three Baltic undertakings and of the 
Finnish assets are hereinafter referred to as “the Transaction”.  
4. UNION  DIMENSION  
(8) The undertakings conc erned have a combined aggregate worldwide  turnover of more 
than EUR 2 500 m illion4 (Danish Agro EUR 4 267 million; 
Target s EUR  164 million ). In each of at least three Member States, the combined 
aggregate turnover of all the undertakings concerned is more than EUR  100 million .5 
In each of these same Member States, the aggregate turnover of each of at least two of 
the undertakings concerned is m ore than EUR  25 million, and the aggregate EU -wide 
turnover  of each of at least two of the undertakings  concerned is more than 
EUR  100 million .6 None of the undertakings concerned achieve s more than two -thirds 
of their aggregate EU-wide turnover within one  and the same Member State. The 
Transaction  has therefore a Union  dimension  pursuant to Article 1(3) EUMR . 
5. PROCEDURE   
(9) For the assessment of the Transaction, the Commission has made use of the available 
means of investigation pursuant to Arti cle 11 of the M erger Regulation. In particular, 
the Commission sent extensive questionnaires to competitors, suppliers (brand 
manufacturers of agricultural machinery) and customers and held conference calls 
with brand manufacturers and customers . The Commission also sent  a request for 
information to the national competition authorities of Finland and Estonia, as the 
Notifying Parties had previously separately notified the proposed acquisition of 
Konekesko’s Finnish assets  and the Estonian agricultural machinery business t o each 
respective authority.   
                                                 
4  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional Notice (OJ C95, 16.4.2008, p. 1).  
5  The combined aggregated turnover is EUR 757.9 million in Finland; EUR 196.9 million in Estonia; 
EUR  133.2 million in Latvia; 202.4 EUR million in Lithuania.  
6  In Finland: Danish Agro EUR 726.8 million; Target EUR 30.5 million. In Estonia: Danish 
Agro  EUR  156.7  million; Target EUR 40 million. In Latvia Danish Agro EUR 87.4 million; 
Target  44.4 EUR  million. In Lithuania: Danish Agro EUR 157.3 million; Target EUR 43.9 million.  
 
4 6. RELEVANT MARKETS   
6.1. Introduction to the industry and the Parties' activities  
6.1.1.  Agricultural machinery  
(10) Agricultural machinery comprises a number of machines for agricultural use. Both  the 
Notifying Parties  and the Targets  are active in the distribution and retail  sale of 
tractors, combine harvest ers, forage harvesters, balers , grass machines  and telescopic 
handlers : 
(a) Tractors are self-propelled machines that can be fitted with different 
implements and used for a variety of agricultural uses. There are different 
kinds of tractors, ranging from small narrow -track tractors with up to 100  HP 
that can operate e.g. between rows in a vineyard or be used in production of 
vegetables or in orchards ("special ty tractors") , to tractors with normal track 
width and up to 100 HP for use on grasslands and other terrain where 
lightweight tractors are more suitable ("small standard tractors") and standard 
tractors with above 100 HP suitable for use in large fields with heavier 
implements, e.g.  ploughs, harrows or seed drills and  ("standard tractors");7 
(b) Combine harvesters  are self -propelled machines that combine three separate 
harvesting operations into one single process (reaping, threshing and 
windrowing) and which are used to harvest a variet y of grain (e.g.  wheat, oats, 
rye, barley, corn);8 
(c) Forage harvesters  are self -propelled machines used to make silage by 
chopping grass and crop into small pieces, passing the chopped material 
through a blower into a large trailer (which is hauled by a trac tor next to the 
forage harvester);9 
(d) Balers  are machines that are used to compress, cut and rake crop (e.g. hay or 
silage) into compact balers that are easy to handle, transport and store. Balers 
are hauled by tractors;10 
(e) Grass machines  are machines used for harvesting (cutting) grass. After the 
grass is cut by the grass machine, it is dried and can either be baled by a baler 
or chopped by a forage harvester ;11 
(f) Telescopic handlers are material handling machines that can be fitted with 
specialist tools (such as buckers, pallet forks or booms) and used inside stables 
(e.g. for providing feed to the farm animals), outside (e.g. for moving manure) 
or in the fields (e.g. for loading big hay bales onto trailers, loading grain from 
                                                 
7  Form CO, paragraphs 132 -139. 
8  Form CO, pa ragraph 145.  
9  Form CO, paragraph 150.  
10  Form CO, paragraph 148.  
11  Form CO , paragraph 153.  
 
5 silos unto tru cks or lifting big bags with seed when filling the seed drills for 
sowing) .12 
(11) Agricultural machinery is used in the farming industry by farmers and agricultural 
contractors  (the end -users in the value chain).13 There are a number of manufacturers 
of agricult ural machinery, with both global and regional brands, such as John Deere, 
AGCO (with the Valtra, Fendt and Massey Fergusson brands), Case IH, New Holland 
and Claas.14 At the wholesale level, m anufacturers tend to conclude (often exclusive) 
distribution agreements with independent distributors for specific geographies 
(typically on a national basis).15 These distributors are responsible for importing 
agricultural machines subject to their respective distribution agreements, and at the 
retail level, for set ting up national marketing strategies and engaging with customers, 
including for the retail sale of agricultural machinery and provision after -sales 
services.16 
(12) The Notifying Part ies are active in the distribution and retail  sale17 of agricultural 
machinery (including under the John Deere brand) in Finland and Estonia  
respectively . In Latvia and Lithuania, DA Agravis  has limited imports of trade -in used 
agricultural machinery, mainly from Denmark.18 The Targets are active in the 
distribution and retail sale of  agricultural machinery in Finland, Estonia, Latvia and 
Lithuania . Each of the Targets has concluded exclusive distribution agreements with 
Claas in each of Estonia, Finland, Latvia and Lithuania.19 
(13) The Parties are also active in the distribution and retail  sale of implements for 
agricultural machinery. Implements  are tractor -compatible not self -propelled tools 
that can be fitted on a tractor to enable it to perform a variety of tasks for agricultural 
uses. Implements include sprayers, harrows, manure spread ers, sowing machines 
(seed drills) and wagons.20 
(14) The Parties are also active in the distribution and retail sale of spare parts for 
agricultural machinery. Spare parts are used to replace broken and worn -out spare 
parts in agricultural machinery. Spare part s can be 'original' (i.e. produced by the same 
manufacturer that has produced the agricultural machinery in question) or ' non-
original' (i.e. manufactured by manufacturers that may not manufacture agricultural 
machinery themselves).21 
                                                 
12  Form CO, paragraphs 142 -143. 
13  Form CO, paragraph 68.  
14  Form CO, paragraphs 81 – 87. 
15  Form CO, paragraphs 90, 96.  
16  Form CO, paragraph 188.  
17  Given that the parties are at the same time distributors and retailers of agricultural machinery, the terms 
“distributor” and “retailer” are used interchangeably throughout this decision.  
18  Form CO, paragraphs 96.  
19  Form CO, paragraph 96.  
20  Form CO, paragraph 155.  
21  Form CO, paragraphs 169 -171. 
 
6 (15) In addition to their a ctivities in the distribution and retail sale of agricultural 
machinery, implements and spare parts, the Parties are also active in the provision of 
after-sales services  for agricultural machinery in Estonia and Finland .22 
6.1.2.  Other products  
(16) Danish Agro is  also active in the sale of animal feedstuff mixes, premix and vitamin 
mixes, fertilizer, pesticides, seed, energy and the purchase of crops from farmers  in 
Estonia and Latvia . The Targets are not active in any of these activities  in either 
country . 
(17) The Ta rgets are active in the distribution of: (i) construction and material handling 
equipment in Estonia, Finland, Latvia and Lithuania; and (ii) forestry machinery in 
Estonia, Latvia and Lithuania.  Danish Agro is not  active in any of these activities  in 
eithe r Finland, Estonia, Latvia or Lithuania . 
6.2. Relevant product market s 
6.2.1.  Retail sale of agricultural machinery  
6.2.1.1  Distinction between different  types of  agricultural machines  
(A) The Notifying Parties’ arguments  
(18) The Notifying Part ies submit that the relevant market shou ld be defined as an overall 
market for the sale of agricultural machinery, since all brand agreements with global 
and regional manufacturers oblige the distributors to represent a full product line from 
the specific brand and all of the global competitors market similar product 
portfolios.23 Nevertheless, if necessary, plausible segmentations based on machine 
type can be made , i.e. (i) standard tractors, (ii) harvesting machines, (iii) telescopic 
handlers, (iv) balers, (v) forage harvesters and (vi) grass ma chines.24 
(B) The Commission's assessment  
(19) In previous decisions, the Commission has identified distinct relevant product markets 
for (i) standard tractors, (ii) specialty tractors, (iii) combine harvesters, (iv) forage 
harvesters, and (iv) balers at the wholesale level.25  
(20) The results of the market investigation suggest that the segmentation of the 
agricultural machinery market s by machine type is warranted in the present case.  
                                                 
22  Form CO, paragraphs 507.  
23  Form CO, paragraph 126.  
24  Form CO, paragraphs 126 -130. 
25  Case M.1571 – New Holland/Case , paragraphs 8 -25; Case M.3287 – AGCO/Valtra , paragraph 11 for the 
sale of standard tractors at the ret ail level.  
 
7 (21) First, a large majority of market respondents expressing a view in the market 
investigation consider that a distinction by type of machinery, and in particular 
between (i) standard tractors, (ii) specialty tractors,  (iii) combine harvesters, 
(iv) forage harvesters and (v) balers can be observed at retail level.26 
(22) Second, whereas the m ajority of responding manufacturers offer their full agricultural 
product portfolio in each of the countries concerned, a not insignificant number of 
them do not offer some of the products in some of the countries.27 As the Notifying 
Parties themselves  state, "global manufacturers such as John Deere, New Holland, 
Case IH and AGCO do in some countries  offer a full range of products including, 
inter alia, agricultural machinery and different types of implements "28 and " Claas 
does not offer a full range  of produ cts in any country ."29 
(23) Moreover, whilst the majority of responding competitors consider it "very important", 
"important" or at least "relevant" that a distributor offer a full range of agricultural 
machinery, a significant number of competitors stated that this was in fact "not 
relevant".30 Also, the majority of customers who responded to the Commission's 
market investigation deemed  the offer of a full range of agricultural machinery  to be 
even less relevant than did some of the competitors .31  
(24) Third, the end -use of the relevant agricultural machine is considered to be important 
by market participants. The d ifferent categories of agricult ural machinery  are not 
substitutable from a demand -side perspective, even with modifications.  
(25) For example, when asked whether a self -propelled forage harvester could be used 
interchangeably with a trailed or mounted harvester32 in combination with a tractor , a 
large majority of manufacturers, competitors and customers that responded to the 
Commission's market investigation  stated that this is not the case.33 As a number of 
Estonian customers explained, the main advantages of a self-propelled forage 
harvester are " productivity ", which allows " work [to be] done more qualitatively and 
quicker ", ability of " handling large quant ities in short period of time " and also the 
"ability to do more contracting during the season ".34 
                                                 
26  Responses to Q1 – Questionnaire to Manufacturers, question 7; Responses to Q2 – Questionnaire to 
Competitors, question 5; Responses to Q3a – Questionnaire to C ustomers in Finland, question 3; Responses 
to Q3b – Questionnaire to Customers in E stonia, question 3.  
27  Responses to Q1 – Questionnaire to Manufacturers, question  5. 
28  Form CO, paragraph 84 (emphasis added).  
29  Form CO, paragraph 85 (emphasis added).  
30  Responses to Q2 – Questionnaire to Competitors, question 11.  
31  Responses to Q3a – Questionnaire to Customers in Finland, question 6; Responses to Q3b – Questionnaire 
to Customers in Estonia, question 6.  
32  A trailed or a mounted harvester is not a self -propelled machine: it consists of specific implements that are 
mounted on, and trail ed by, a tractor.  
33  Responses to Q1 – Questionnaire to Manufacturers, question 8; Responses to Q2 – Questionnaire to 
Competitors, question 6; Responses to Q3a – Questionnaire to C ustomers in Finland, question 4; Responses 
to Q3b – Questionnaire to Custome rs in Estonia, question 4.  
34  Responses to Q3b – Questionnaire to Customers in Estonia, question  4.1. 
 
8 (26) Market participants consider self -propelled forage harvesters to be more powerful and 
efficient, which makes them particularly suitable for larger farms, for which trailed or 
mounted harvester s are not seen as  suitable substitute s. As one Finnish customer 
explained: " The self -propelled forage harvester is the only viable option for our 
annual silage harvesting rate (2000ha / year). The power of other methods, a nd the 
quality of the feed, do not meet our needs ".35 Self-propelled forage harvesters are also 
significantly more expensive, and are generally not seen as comparable with trailed or 
mounted harvester s in terms of quality. As another Finnish customer explai ned: " Self 
propelled is lot more efficient, but more expensive, need less workers and forage 
quality is significantly better/more solid ".36 
(27) By way of a further example, grass machines are also considered to be a separate 
product, distinct from other types o f agricultural machinery.37 According to the 
respondents to the Commission's investigation, grass machines tend to be purchased 
and used by farmers who focus on dairy farming – other farmers do not have a 
particular need for grass machines.38 The customer ba se for this type of machinery is 
therefore significantly different from other types of agricultural machinery. 
Furthermore, similar to forage harvesters, grass machines are not considered to be 
substitutable with other types of agricultural machinery. As o ne Estonian customer 
explains: " It is not possible to substitute grass machines with other machines, as other 
machines do not enable to achieve the same quality of end -product. Substitution may 
be possible for small farms, but not for large farms, for whic h time is of essence ".39 
(28) For these reasons, the Commission finds that a distinction based on the type of 
agricultural machinery  is appropriate for the assessment of this Transaction . 
6.2.1.2  Distinction between new and used machinery  
(A) The Notifying Part ies’ arguments  
(29) According to the Notifying Part ies, almost all customers trade in used machinery to 
the distributor when buying a new machine, and distributors can then resell used 
machinery to other customers. The Notifying Part ies submit that  both new and use d 
machines can fulfil the same overall functions and purpose and can therefore be 
considered substitutable, even if newer machines may have newer and more efficient 
technology and there is in many cases a considerable difference in the price of new 
and use d machines.40  
                                                 
35  Responses to Q3a – Questionnaire to C ustomers in Finland, question 4.1.  
36  Responses to Q3a – Questionnaire to C ustomers in Finland, question 4.1.  
37  Responses to Q1 – Questionnaire to Manufacturers, question 10; Responses to Q2 – Questionnaire to 
Competitors, question 7; Responses to Q3a – Questionnaire to C ustomers in Finland, question 5; Responses 
to Q3b – Questionnaire to Customers in Estonia, quest ion 5.  
38  Responses to Q1 – Questionnaire to Manufacturers, question 10.1; Responses to Q2 – Questionnaire to 
Competitors, question 7.1; Responses to Q3a – Questionnaire to C ustomers in Finland, question 5.1; 
Responses to Q3b – Questionnaire to Customers i n Estonia, question 5.1.  
39  Responses to Q3b – Questionnaire to Customers in Estonia, question 5.1.  
40  Form CO, paragraph 129.  
 
9 (B) The Commission's assessment   
(30) The results of the market investigation clearly show that there are distinct relevant 
product markets for new and used agricultural machinery. The vast majority of 
responding manufacturers, competitors and custome rs stated that there are clear 
differences between new and used machinery.41 Whilst some respondents indicate that 
the customer base is in general the same, others have pointed to the differences in 
prices to explain that there are different end -customers f or new and used machinery.42  
(31) Overall, there appear to be different conditions of competition on the markets for new 
and used machinery. For example, one competitor explained  that "Usually used 
machines market is not interfering with new machines sales ".43 This was echoed by a 
manufacturer, who stated that " Older machines do usually not compete against new 
equipment ".44 Furthermore, there is more evidence of cross -border sales of used 
machinery than of new machinery ,45 as also confirmed by the Notifying Part ies: "The 
import of new machines on retail level is non -existent, wher [e]as some limited import 
of used machines on retail level does take place ."46 
(32) Furthermore, new agricultural machinery is typically covered by a warranty, typically 
for the first 12 months f ollowing its first exploitation, during which after -sales 
services can be provided free of charge.47 Used agricultural machinery is not covered 
by such a warranty.  
(33) Finally, whilst the distribution agreements between manufacturers and 
distributors/retailers  of agricultural machinery tend to be exclusive with regard to the 
retail sale of new agricultural machinery, such limitation may not apply with regard to 
used agricultural machinery. Therefore, distributors/retailers may accept different 
brands of agricul tural machinery as trade ins (and therefore also resell these different 
brands of used agricultural machinery), whereas their exclusive distribution 
agreements with particular manufacturers mean that they may only sell those specific 
brands of new agricult ural machinery.48 
(34) For these reasons, the Commission finds that a distinction between new and used 
machinery , for each of the types of agricultural machinery  at issue in this case , is 
appropriate for the assessment of this Transaction . 
                                                 
41  Responses to Q1 – Questionnaire to Manufacturers, question  7.2; Responses to Q2 – Questionnaire to 
Competitors, question 5.3; Responses to Q3a – Questionnaire to C ustomers in Finland, question 3.3; 
Responses to Q3b – Questionnaire to Customers in Estonia, question 3.3.  
42  Responses to Q1 – Questionnaire to Manufacturers, question  7.2, question 11.2.1 ; Responses to Q2 – 
Questionna ire to Competitors, question 5.3; Responses to Q3a – Questionnaire to C ustomers in Finland, 
question 3.3; Responses to Q3b – Questionnaire to Customers in Estonia, question 3.3.  
43  Responses to Q2 – Questionnaire to Competitors, question 8.2.1.  
44  Response s to Q1 – Questionnaire to Manufacturers, question 11.2.1.  
45  Responses to Q2 – Questionnaire to Competitors, question 14.1, question 15.  
46  Form CO, paragraph 240.  
47  Form CO, paragraph 362, 510, 646; Parties' response to RFI 8.  
48  Form CO, paragraphs 75,  129; Responses to Q1 – Questionnaire to Manufacturers, question 4, 
questions  4.1-4.4. 
 
10 6.2.1.3  Distinction based on s ize or other parameters  
(A) The Notifying Part ies’ arguments  
(35) The Notifying Part ies submit that there is one single market for agricultural 
machinery, with possible segmentations by type of machinery. Nevertheless, the 
Notifying Part ies also provide detail rega rding the different sizes and corresponding 
uses of tractors, distinguishing between small standard and specialty tractors with up 
to 100 HP, and large standard tractors with over 100  HP.49 
(B) The Commission's assessment  
(36) Whereas some market participants (in particular manufacturers and competitors) 
suggested a further segmentation within each type of agricultural machinery based on 
size or horse power, capacity or performance levels, the majority of the respondents to 
the Commission's investigation did not th ink that a further segmentation on the basis 
of these, or any other factors, is required.50 A reason given by market participants is 
that such factors are rather differentiating factors within the different agricultural 
machinery categories. It appears that  customers are prepared to move up or down the 
horsepower scale, depending on other aspects (e.g. durability, reliability, after -sales 
servicing, financing, etc.) . 
(37) In light of the results of the market investigation , the Commission does not deem it 
necessa ry in the present case to further segment the relevant product markets for 
different types of agricultural machinery by size, power, capacity or any other 
parameters.  
6.2.2.  Retail supply of implements  
6.2.2.1  Distinction between different types of implements  
(A) The Notifyi ng Part ies’ arguments  
(38) The Notifying Part ies submit that the market for the retail sale of implements 
comprises retail sale of all types of implements compatible with tractors, consisting of 
sprayers , harrows, manure spreaders, sowing machines, semiliquid m anure spreaders 
and wagons.51 
(39) The Notifying Part ies argue that  primarily different manufacturers produce 
implements and agricultural machinery , and that manufacturers of implements are 
more numerous than manufacturers of agricultural machinery.52 According to the 
Notifying Part ies, all implements are compatible with and can be fitted to all global 
brands of tractors regardless of brand .53 Further , whilst there is generally no 
substitution between the different types of implements as these have diff erent features 
                                                 
49  Form CO, paragraphs 132, 134 -135, 137 -139. 
50  Responses to Q1 – Questionnaire to Manufacturers, question 7.3; Responses to Q2 – Questionnaire to 
Competitors, question  5.2; Responses to Q3a – Questionnaire to Customers in Finland, question 3.2; 
Responses to Q3b – Questionnaire to Customers in Estonia, question 3.2.  
51  Form CO, paragraph  155. 
52  Form CO , paragraph 156.  
53  Form CO, paragraph 157.  
 
11 and purposes, in the Parties' view, implements are generally regarded as one product 
group by the end -users, and are offered as one combined portfolio of products by 
distributors.54 
(B) The Commission's assessment  
(40) Whilst the majority of manufactu rers that expressed a view during the Commission's 
market investigation consider there to be one single product group of implements at 
retail level,55 the majority of responding competitors state d that implements should be 
sub-divided into different catego ries, since different implement s have different 
end-uses (from grass harvesting to soil preparation and seeding, feeding, 
transportation etc .) and different end -customers.56 
(41) Ultimately, the question of whether there are distinct relevant product markets for  
different types of implements can be left open, as no competition issues arise under 
any plausible market definition.  
6.2.2.2  Distinction between new and used implements  
(A) The Notifying Part ies’ arguments  
(42) The Notifying Part ies submit that  there is a single overall market for the retail sale of 
implements, but that a plausible segmentation can be made between new and used 
implements.57 In the Notifying Part ies’ view, as in the case of agricultural machinery, 
when buying a new implement many customers trade in used imp lements, which the 
distributors then sell on to other customers.58 
(B) The Commission's assessment  
(43) Whilst the majority of manufacturers that responded to the Commission's market 
investigation consider new and used implements to be part of the same product marke t 
at retail level,59 the majority of responding competitors suggested that a distinction 
should be drawn between new and used implements, since used implements retail at a 
lower price than new implements and there are customers who would not even 
consider p urchasing one or the other.60 
(44) Ultimately, the question of whether there are distinct relevant product markets for new 
and used implements can be left open, as no competition issues arise under any 
plausible market definition.  
                                                 
54  Form CO, paragraph 158. 
55  Responses to Q1 – Questionnaire to Manufacturers, question 11.  
56  Responses to Q2 – Questionnaire to Competitors, question 8, question 8.1.  
57  Form CO, paragraphs 156, 159.  
58  Form CO, paragraph 161.  
59  Responses to Q1 – Questionnaire to Manufactur ers, question 11.2.  
60  Responses to Q2 – Questionnaire to Competitors, question 8.2, question 8.2.1.  
 
12 6.2.3.  Retail supply of spare parts  
6.2.3.1  The Notifying Part ies’ arguments  
(45) The Notifying Part ies submit that the market for retail sale of spare parts constitutes a 
distinct relevant product market, comprising original and non -original spare parts.61 
According to the Notifying Part ies, most distribut ors sell spare parts from various 
brands,  even if they are authorised to sell only one specific brand of agricultural 
machinery, since spare parts from various brands are required to service the trade d-in 
used machines.62 Whilst there is no substitution between the various types of spare 
parts, the Notifyi ng Part ies submit that distributo rs offer spare parts as one combined 
portfolio and market these as a collective group of products to their customers.63 
6.2.3.2  The Commission's assessment  
(46) The majority of market participants  that expressed a view agree that spare parts are 
generally considered as one product group in the agricultural machinery business. 
Whilst end -users must normally use original spare parts for repai rs within the first 
12 months of the lifetime o f an agricultural machine for such repairs to fall within the 
manufacturer's warranty,64 suitable non-original spare parts may be used for repairs 
outside the warranty or upon its expiry . The exact relevant product market definition 
can however be left open , as no competition issues arise under  any plausible market 
definition.   
6.2.4.  Provision of after -sales services  
6.2.4.1  The Notifying Part ies’ arguments  
(47) The Notifying Part ies submit that  the market for the provision of after -sales services 
for agricultural machinery co nstitutes a separate relevant market, since access to the 
after-sales services is decisive for the farmers' choice of machinery and since 
distribution agreements with manufacturers oblige distributors to establish and 
maintain a network of after -sales loca tions where agricultural machines of that 
specific brand can be serviced.65 
6.2.4.2  The Commission's assessment  
(48) Whilst the majority of manufacturers that responded to the Commission's 
investigation consider that there is a separate product market for the provision of 
after-sales services,66 the majority of competitors that expressed a view consider that 
the provision of after -sales services cannot be separated from the retail sale of 
                                                 
61  Form CO, paragraph 178. The Notifying Part ies submit that agricultural machines have comparable features 
to construction machinery (both being high -technology products sold to specific commercial customer 
groups) and points to the decision in Case 35918 – Central Parts/JCB+1 , where the Commission identified 
distinct relevant product markets for original and non -original spare parts for construction machin ery 
(Form  CO, paragraphs 173, 175).  
62  Form CO, paragraph  176. 
63  Form CO , paragraph  177. 
64  Form CO , paragraph 181.  
65  Form CO, paragraph 186.  
66  Responses to Q1 – Questionnaire to Manufacturers, question 13, question 13.1.  
 
13 agricultural machinery.67 As one competitor in Finland put it: " All machines will 
require after -sales services at some point. After sales and sales go hand in hand and 
cannot be seprated  [sic]" .68 This is echoed also by some manufacturers: " It's [after -
sales services]  connected to sale of new equipment "69 and "The after sales service is 
very linked to the new machinery sales, and can not be separated, especially when the 
new engine emission and safety norms deployed to require substantial technical 
knowledge to assure the customer satisfaction ."70 
(49) Ultimately, the exact relevant product mark et definition can be left open, as no 
competition issues arise under any plausible market definition.   
6.2.5.  Conclusion on relevant product markets  
(50) The Commission finds that for the purposes of the present decision, different types of 
agricultural machinery cons titute separate relev ant product markets, namely 
(i) standard tractors, (ii) specialty tractors, (iii) combine harvesters, (iv) forage 
harvesters, ( v) balers, (v i) grass machines, and (vi i) telescopic handlers . The 
Commission considers  that for the purpose s of the assessment of the Transaction it is 
appropriate to further segment these product markets between new and used 
machinery . 
(51) The Commission further considers that for the purpose  of assessing the Transaction  
the distinction between different types of implements as well as between new and 
used implements can be left open, since no competition issues arise under any 
plausible market definition .71 For the same reason, the question whether original and 
non-original spare parts belong to the same market and whether after -sales services 
constitute a separate market from the sales of agricultural machinery  can also be left 
open.  
6.3. Relevant geographic market s 
6.3.1.  The Notifying Part ies’ arguments  
(52) The Notifying Part ies submit that  the markets for the retail sale of agricultural 
machin ery (including the plausible segments) are national .72 The Notifying Part ies 
submit that in Finland, Estonia, Latvia and Lithuani a, the wholesale and retail 
structure is integrated, such that the distributors are responsible for the import of 
agricultural machines, setting up national marketing strategies, conducting retail sales 
and providing after -sales services.73  
                                                 
67  Responses to Q2 – Questionnaire to Competitors, question 10, question 10.1.  
68  Responses to Q2 – Questionnaire to Competitors, question 10.  
69  Responses to Q1 – Questionnaire to Manufacturers, question 13.1.  
70  Responses to Q1 – Questionnaire to Manufacturers, question 13.1 . 
71  To the extent that the narrowest plausible markets are affected, they are addressed in the competitive 
assessment part of this Decision.  
72  Form CO, paragraph 241.  
73  Form CO, paragraph 188.  
 
14 (53) According to th e Notifying Part ies, distribution agreements in these countries grant 
distributors exclusivity within the national borders to market and sell branded 
agricultural machinery.74 Moreover, agricultural machinery needs to be serviced and 
repaired by highly trai ned personnel with expert knowledge, with the requisite 
training and education of personnel being to a high degree national and with manuals 
and instructions being required to be delivered to the customers in the official 
language of the country where the machinery is placed on the market.75 Finally, the 
Notifying Part ies note that cross -border retail sales of agricultural machinery are 
limited (and occur mainly for used machinery).76 
(54) With regard to the retail sale of implements and spare parts, and for the p rovision of 
after-sales services, the Notifying Part ies submit that the relevant geographic markets 
are national, but can be left open, as the Transaction does not significantly affect 
competition under any plausible market definition.77 In the Notifying Pa rties’ view, 
customers prefer to purchase implements and spare parts  and to have their agricultural 
machinery serviced  from distributors and other retailers in proximity to them (since 
especially during peak periods, it is important for farmers to be able to source spare 
parts for , and repair,  their machinery at short notice) and distribution agreements for 
implements are organised on a national level (with only minor imports of implements 
in the countries concerned by the Transaction).78 
6.3.2.  The Commission's as sessment  
(55) In previous decisions, the Commission has defined the relevant geographic market for 
agricultural machinery at the retail level as national in scope.79 In particular, it was 
found that there are national specifications (e.g. road usage or safety requirements), 
national customer preferences for certain product configurations, as well as national 
distribution networks with exclusive distributors and dealer s (with a high degree of 
dealer loyalty among customers) and national preferences for certain brands, primarily 
as a result of the historic inheritance of local manufacturing presence.80 Furthermore, 
access to retailers with local presence and expert knowle dge was found to be decisive 
for customers' choice of agricultural machinery.  
(56) The results of the market investigation in the present case confirm the Commission's 
previous findings and the Notifying Part ies’ view that the geographic markets for the 
retail sale of agricultural machinery , as well as of implements, spare parts and for the 
provision of after -sales services , are national in scope. A large majority of market 
participants that responded to the Commission's market investigation confirmed that 
distributors tend to sell, and customers tend to source, agricultural machinery on a 
                                                 
74  Form CO, paragraphs 239, 632 -634. 
75  Form CO, paragraph 238. 
76  Form CO, paragraph 240.  
77  Form CO, paragraphs 243, 246, 248.  
78  Form CO, paragraphs  242, 244, 247.  
79  Case M.1571 – New Holland/Case , paragraphs 27 -31; confirmed in Case M.3287 – AGCO/Valtra , 
paragraphs 14 -16 for the sale of standard tractors at t he retail level.  
80  Case M.1571 – New Holland/Case , paragraphs 28 -30; confirmed in Case M.3287 – AGCO/Valtra , 
paragraphs 14 -16 for the sale of standard tractors at the retail level.  
 
15 national basis.81 The results of the market investigation confirm that : (i) customers 
rely on after -sales services  whose proximity and availability are among the key 
factors for  choosing agricultural machinery , (ii) distribution agreements for 
agricultural machinery in Finland, Estonia, Latvia and Lithuania tend to contain 
national territorial exclusivity clauses , and (iii) there are only limited cross -border 
sales (mostly of use d machinery) at retail level.82 
(57) For these reasons, the Commission finds that the markets for the retail sale of different 
types of agricultural machinery, implements, spare parts and for the provision of after -
sales services are national in geographic scope . 
6.4. Conclusion on the relevant product and geographic  market definition  
(58) For the purposes of assessing the Transaction, the Commission considers that each 
type of agricultural machine ry is a separate product  market, which should be further 
segmented by new an d used machinery. All these product markets are national in 
scope. On the other hand, for the purpose of assessing the Transaction, the 
Commission leaves  open the precise product market definitions for implements, spare 
parts and after -sales services. Like the agricultural machinery markets, these markets 
– independently of further segmentation – are national in scope . 
7. COMPETITIVE ASSESSMENT  
7.1. Horizontal non-coordinated effects  
7.1.1.  Analytical framework  
(59) The Commission Guidelines on the assessment of horizontal mer gers under the 
Council Regulation on the control of concentrations between undertakings (the 
"Horizontal Merger Guidelines")83 distinguish  between two main ways in which 
mergers between actual or potential competitors on the same relevant market may 
signifi cantly impede effective competition, namely non -coordinated and coordinated 
effects.84  
                                                 
81  Responses to Q 1 – Questionnaire to Manufacturers , question 12; Response s to Q2 – Questionnaire to 
Competitors, question 14; Responses to Q3a – Questionnaire to C ustomers in Finland, question 7 ; 
Responses to Q3b – Questionnaire to Cu stomers in Estonia, question 7.  
82  Responses to Q1 – Questionnaire to Manufacturers, question 3 .3, questions 3.3.1 -3.3.4, question 13, 
question 14, question 17; Responses to Q2 – Questionnaire to Competitors, question 14, question 15; 
Responses to Q3a – Questionnaire to Customers in Finland, question 8, question 11, question 14, 
question  14.1; Respo nses to Q3b – Questionnaire to Customers in Estonia, question 8, question 11, 
question  14, question 14.1.  
83  OJ C 31, 5.2.2004, p. 5.  
84 Given (i) the different iated nature of products falling in the various categories of agricultural machinery and 
other ag ricultural products concerned by the Transaction, (ii) the asymmetric structures of the relevant 
markets, as well as (iii) the fact, that customers tend to compare offers for agricultural machinery and 
negotiate prices on an individual level, the Commissio n considered that the Transaction did not require a 
detailed assessment of coordinated effects.  
 
16 (60) Non-coordinated effects may significantly impede effective competition by 
eliminating important competitive constraints on one or more firms, which 
consequently would ha ve increased market power, without resorting to coordinated 
behaviour. In that regard, the Horizontal Merger Guidelines consider not only the 
direct loss of competition between the merging firms, but also the reduction in 
competitive pressure on non -mergin g firms in the same market that could be brought 
about by the merger.85 
(61) The Horizontal Merger Guidelines list a number of factors, which may influence the 
rise of substantial non -coordinated, effects from a merger,  such as: the large market 
shares of the me rging 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 wo uld create or strengthen a dominant position, or would otherwise 
significantly impede effective competition due to non -coordinated 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 .86 
7.1.2.  Estonia  
(62) In Estonia, the Transaction gives rise to several affected markets taking into 
consideration all possible product market segmentations , namely for the retail sale of 
(i) new standard tractors, (ii) new and used combine harvesters, ( iii) new and used 
forage harvesters and ( iv) new balers, as well as for (v) original spare parts and for 
(vi) the provision of after -sales services .87 However, with the exception of the markets 
for new combine harvesters, used combine harvesters, new forage harvesters  and new 
balers , the Transaction results in small to moderate combined market shares (not 
above around 30%), as shown in Table 1 below.   
                                                 
85  Horizontal Merger Guidelines, paragraph 24.  
86  Horizontal Merger Guidelines, paragraph 26.  
87  There are also horizontal overlaps in the Parties' activities in the retail sale of used agricultural machinery, 
used standard tractors, used balers, non -original spare parts, new grass machines and new telescopic 
handlers. However, as the Parties' combined market shares on these markets (on all possible product mark et 
segmentations) is below 20%, these markets are not affected markets and will not be assessed further.  


 
19 7.1.2.1  The Notifying Part ies’ arguments  
(65) The Notifying Part ies submit that post -Transaction, no competition concerns would 
arise despite the high combined market shares , especially  in new combine harvesters 
and new forage harvesters, as the Parties would not be able  to affect prices or quality 
of the goods and would face competition from other distributors of agricultural 
machinery (e.g. Tatoli AS) with global brands (e.g. New Holland, Case IH, Massey 
Ferguson, Valtra, Fendt).94 In particular, with regard to combine harvesters, the 
Notifying Part ies submit that there a re a number of players on the market, including 
long-established companies such as Astla O Ü and Rodnas O Ü, as well as new 
entrants, such as Intrac Eesti AS, which has recently entered the market with the 
Massey Ferguson brand.95 With regard to forage harves ters, the Notifying Part ies 
submit that this is a new product on the Estonian market and that even though only a 
few competitors are currently active in the retail sale of forage harvesters in Estonia, 
there are more market players capable of market entry.96 
(66) The Notifying Part ies argue that post -Transaction, their respective activities with 
regard to the retail sale of C laas and John Deere agricultural machinery (including 
forage harvesters and combine harvesters) will continue to be conducted 
independently of, and in competition with, each other, since this is also a requirement 
of the two manufacturers.  Specifically, the Notifying Part ies propose that the merged 
entity create separate divisions for Claas and John Deere agricultural machinery, with 
separate managing directors and boards of directors, who, along with the employees, 
IT systems and sales and financial controls, will be independent from the other 
division. The information as regards the divisions' budgets, sales strategies and sales 
targets will not be exchanged with the management of the other division, other than in 
an aggregated and general form, which in the Notifying Part ies’ view would prevent 
specific strategies, sales and targets from being identified. The retail outlets would be 
separate geographically for each of Claas and John Deere branded agricultural 
machinery, […].97 In the Notifying Part ies’ view, if the Parties cease to compete 
fiercely with each other and underperform in relation to either C laas or John Deere, 
the respective distri bution agreement(s) may be awarded to another distributor and 
given the importance of these distribution agreements to the Parties (relative to their 
overall sales), neither Party is prepared to risk losing its respective distribution 
agreement.98 
(67) The Notif ying Part ies also submit that farmers increasingly consolidate into large 
professional businesses that are price -conscious and demanding customers, often 
organising tenders for the purchase of agricultural machinery. According to the 
Notifying Part ies, these customers can easily change from one brand or distribution to 
another, should the latter offer better terms, features or prices. In the Notifying 
Parties’ view, price and quality prevail over brand loyalty, which the Notifying Part ies 
                                                 
94  Form CO, paragraphs 409 -413. 
95  Form CO, paragraph 470.  
96  Form CO, parag raphs 479 -481. 
97  Form CO, paragrpahs 400 -401; Parties' Response to RFI 8.  
98  Form CO, paragraphs 400 -401, 407 -408, 410, 471, 482.  
 
20 think is confirmed  by the varying market shares of the market participants in different 
market segments.99 
7.1.2.2  The Commission's assessment  
(68) The Commission notes the Notifying Part ies’ arguments with regard to the proposed 
separation of the John Deere and Claas retail activities within the merged entity post -
Transaction, which in the Notifying Part ies’ view, would ensure continued fierce 
competition between the retail sale of John Deere and Claas branded agricultural 
machinery post -Transaction. In the Commission's view, however, even if followed, 
the proposed arrangements are not likely to be sufficient  in order to dispel competition 
concerns.  The proposed arrang ements do not prevent the exchange of all 
commercially sensitive information as regards the respective brands : even aggregated 
sales data and sales targets data could give the other division a go od idea of its 
competition and further increase the transparency on the market, especially where, as 
shown below, the Parties are close competitors who already today have significant 
market shares, especially in combine harvesters and forage harvesters.  
(69) Furthermore, since both proposed divisions (for Claas and John Deere brands) would 
be under single common ownership post -Transaction, the merged entity would have 
significant incentives to maximise its revenue by ensuring that both divisions achieve 
sales t argets set by the manufacturers, but not necessarily exceeding any one of these 
sales targets if doing so would mean that the other sales target would not be achieved. 
In other words, the merged entity would have the incentives to ensure that each 
division  competes only to the extent that doing so would not risk the other division to 
underperform.  
(70) Overall, therefore, the Commission finds that holding the retail sales activities of the 
John Deere and Claas branded agricultural machinery separate will not en sure that 
these retail sales activities will continue to compete post -Transaction in the same way 
as they do prior to the concentration.  
(A) Combine harvesters  
(71) The Parties have significant  combined market shares in new combine harvesters  in 
Estonia : [60-70]% b y value and [60-70]% by volume in 2017 (Danish 
Agro : [20-30]% by value and [20-30]% by volume, and Target: [30-40]% by value 
and [30-40]% by volume in 2017). The Parties' combined market shares  are estimated 
to have reduced slightly to [50-60]% by value an d [50-60]% by volume in 2018. The 
Parties had a combined market share of  [40-50]% in 2015 and [50-60]% in 2016  by 
value . 
(72) The Parties' combined market shares in used combine harvesters were [30-40]% by 
value and [20-30]% by volume in 201 7, and are estimated to have increased slightly 
to [30-40]% by value and [30-40]% by volume in 2018. The increment in used 
combine harvesters is small: [0-5]% by value and [0-5]% by volume in 2017,  
increased to [5-10]% by value and  [5-10]% by volume in 2018 .  
                                                 
99  Form CO, paragraphs 404 -405. 
 
21 (73) However, to the extent that trade -ins influence the sales of used machines, the 
Commission cannot exclude that the merged entity would have more market power in 
the used segments than its market share suggests.  
(74) The Transaction would create the number on e distributor /retailer of new combine 
harvesters in Estonia, with more than twice as large market share as its largest 
competitor Tatoli AS ( [20-30]% by value and [30-40]% b y volume in 2017, 
decreasing to  [10-20]% by value and [10-20]% by volume in 2018). The other 
competitors on the market, Agriland O Ü ([0-5]% by value and [0-5]% by volume 
in 2017, increasing to [5-10]% by value and [5-10]% by volume in 2018), and Astla 
OÜ, Intrac Eesti AS and Rodnas O Ü, to which the Notifying Parties collectively 
attribut e a [5-10]% market share by value in  2017 and [20-30]% by value in 2018 ,100 
are not likely to exert a significant competitive pressure on the merged entity post -
Transaction.  
(75) The Transaction would therefore result in a significant concentration on the market for 
new combine harvesters  and eliminate an important competitive force  in Estonia.  
(76) The Commission finds that post -Transaction, the merged entity would be able to 
successfully raise prices without fear of losing customers to their competitors for the 
follo wing reasons.  
(77) First, t he results of the market investigation show that the Parties are close 
competitors. The majority of customers and competitors that responded to the 
Commission's market investigation consider that the Parties are close competitors that  
offer similar prices and similar quality of products and services, and because their 
networks have a similar reach.101 Furthermore , the results of the market investigation 
indicate that the Parties are close competitors specifically in the retail sale of co mbine 
harvesters in Estonia.  The majority of Estonian customers that responded to the 
Commission's investigation consider the Parties to be the strongest suppliers of 
combine harvesters.102 The other suppliers of combine harvesters in Estonia are 
considered by customers to either have very little experience with this type of 
agricultural machine, or to offer combine harvesters of lower quality or of higher 
price.103 As one Estonian customer explained: "others have very low presence in 
Estonia and may have probl ems with securing the swift supply of spare parts and 
after -sales services ".104 The availability of spare parts and after -sales services are 
deemed by customers to be particularly important in their choice of agricultural 
machinery retailer.105 
                                                 
100  Form CO, page 131; Notifying Parties’ Response to RFI 6.  
101  Responses to Q2 – Questionnair e to Competitors, question 22; Responses to Q3b – Questionnaire to 
Customers in Estonia, question s 9, 10 and 24.  
102  Responses to Q3b – Questionnaire to Customers in Estonia, question 24.  
103  Responses to Q3b – Questionnaire to Cust omers in Estonia, questions 24 and 25.1.  
104  Responses to Q3b – Questionnaire to Customers in Estonia, question 25.1. 
105  Responses to Q3b – Questionnaire t o Cust omers in Estonia, question 11, question 14, question 14.1.  
 
22 (78) Second, t he mar ket investigation has also revealed that customers tend to be brand 
loyal.106 When asked what they would do if their preferred brand were to be 
discontinued, the majority of customers indicated that they would be more likely to 
look for another dealer that w ould offer the discontinued brand .107 This was the view 
shared also by the majority of competitors that responded to the Commission's market 
investigation.108 
(79) Third, c ustomers in Estonia  are not likely to exercise a sufficient degree of 
countervailing buyer power, as they have limited options to source combine 
harvesters elsewhere. Combine harvesters are large and expensive  machines , which 
are not likely to be sourced by customers abroad.  For example, only a couple of 
Estonian customers responding to the Commission's investigation stated that they 
could source combine harv esters from abroad , whereas for the majority of Estonian 
customers this would not be an option.109 This view is shared al so by the responding 
competitors, the vast majority of whom do not consider imports from abroad as a 
viable option for customers in Estonia.110  
(80) Fourth, new market entry is not very likely . The market for the retail sale of combine 
harvesters in Estonia is r elatively small and the machinery is expensive. The brands of 
both combine harvesters and of the retailers of these machines currently on the market 
are well known and trusted by customers – building a new brand is difficult and likely 
to be very time cons uming. For example, as several manufacturers explain, finding a 
new distributor is not easy, as it would require " a lot of time, effort and money ", with 
the manufacturer also having to " invest a lot in training of a new distributor " in 
addition to ensuring  that the new distributor satisfies some of its requirements, 
including that they be committed to the manufacturer's brand.111 
(81) Finally, several market participants have expressed concern regarding the impact of 
the Transaction. Several customers, competitors  and manufacturers have indicated 
that they expect an increase in prices of combine harvesters, and a decrease in choice 
or quality of service, in Estonia post -Transaction.112 Some customers and competitors 
have also expressed concern as regards the impact t hat the Transaction will have, 
specifically as a result of bringing the two brands, John Deere and C laas under single 
ownership. For example, an Estonian competitor stated that the Transaction will have 
a big impact on its business (and ability to compete)  if Danish Agro were to have both 
these brands.113 
                                                 
106  Responses to Q 2 – Questionnaire to Competitors, ques tion 28; Responses to Q3b – Questionnaire to 
Customers in Estonia, question 15. 
107  Responses to Q3b – Questionnaire to Cust omers in Estonia, question 15.  
108  Responses to Q2 – Questionnaire to Competitors, question 28.  
109  Responses to Q3b – Questionnaire to  Customers in Estonia, question 25.  
110  Responses to Q2 – Questionnaire to Competitors, question 45.  
111  Responses to Q1 – Questionnaire to Manufacturers, question 6.3.  
112  Responses to Q1 – Questionnaire to Manufacturers, question 67.2, question 68.2, questi on 69.2; Responses 
to Q2 – Questionnaire to Competitors, question 49.2, question 50.2, question 51.2; Responses to Q3b – 
Questionnaire to Customers in Estonia, question 26, question 26.1.  
113  Responses to Q2 – Questionnaire to Competitors, question 48.  
 
23 (82) In circumstances where the customers are brand loyal, view the quality of combine 
harvesters supplied by other retailers in Estonia as lower, or the quality and reach of 
the other retailers' networks as more  limited than the Parties', and absent a credible 
source of imports or possible market entry, such customers are more likely to accept a 
price increase. Moreover, in circumstances where two retailers with two competing 
brands that are close competitors  are placed under single ownership, the merging 
entity is likely to be able to successfully increase prices on one of the brands, without 
fear of losing customers, since any lost sales are likely to be captured by the other 
brand under its ownership.  
(83) For these  reasons, the Commission finds that the Transaction raises serious doubts as 
to its compatibility with the internal market as regards its impact on competition for 
the retail sale of new and used combine harvesters in Estonia due to horizontal non -
coordina ted effects.  
(B) Forage harvesters   
(84) The Parties have significant combined market shares in new forage harvesters in 
Estonia : [70-80]% by value and [70-80]% by volume in 2017  (Danish 
Agro : [20-30]% by value and [20-30]% by volume, and Target: [50-60]% by value 
and [50-60]% by volume in 2017). The Parties' combined  market shares  are estimated 
to have  increased to [90-100]% by value and  [90-100]% by volume in 2018. The 
Parties' combined market shares were relatively stable since the Notifying Parties 
started supplying new forage harvesters in Estonia in 2016, when the Parties achieved 
a combined market share of [70-80]% by value. There is no overlap in the retail sale 
of used forage harvesters, since the Notifying Parties have not made any sales of used 
forage harvesters in Estonia in either 2017 or 2018.  
(85) The Transaction would create the number one distributor /retailer of new forage  
harvesters in Estonia, with  a market share  in 2017  more than seven times  as large as 
its largest competitor 's, Agriland O Ü ([10-20]% by value and [10-20]% by volume). 
The only other competitor identified by the Notifying Part ies on the Estonian market, 
Oilseeds Tehnika OÜ , is estimated to have a market share below 10% by value. These 
competitors are therefore not likely to exert  a significant competitive  pressure on the 
merged entity post -Transaction.   
(86) Similarly to combine harvesters, to the extent that trade -ins influence the sales of used 
machines, the Commission cannot exclude that the merged entity would quickly 
increase its position in the used segment as well . 
(87) The Transaction would  therefore result in a very significant concentration on the 
market for new forage  harvesters and eliminate an important competitive force in 
Estonia.  
(88) The Commission finds that post -Transaction, the merged entity would be able to 
successfully raise prices without fear of losing customers to their competitors for the 
following reasons.  
(89) First, as noted above in recital (77) above , the results of the market investigation show 
that the Parties are close competitors. Furthermore, the results of the market 
investigation indicate that the Parties are each other’s close st competitors specifically 
 
24 in the retail sale of forage  harvesters in Estonia. All of the  Estonian customers and the 
vast majority of competitors that expressed a view in the course of the Commission's 
investigation consider the Parties to be close st competitors either because they offer 
similar prices, similar quality (in products and services), or because their networks 
have a similar reach.114 The customers in Estonia considered that the other suppliers 
of self -propelled forage harvesters have very little experience with this machine or are 
not yet known  on the market, are of lower quality or of higher price .115 As one 
Estonian customer explained: "others have very low presence in Estonia and may 
have problems with securing the swift supply of spare parts and after -sales 
services ".116 As noted in recital (77) above, the availability of spare parts and after -
sales services are deemed by customers to be particularly important in their choice of 
agricultural machinery reta iler.  
(90) Second, as noted in recital (78) above, the market investigation has also revealed that 
customers tend to be brand loyal.117 When asked what they would do if thei r preferred 
brand were to be discontinued, the majority of customers indicated that they would be 
more likely to look for another dealer that would offer the discontinued brand.118 This 
was the view shared also by the majority of competitors that responded t o the 
Commission's market investigation.119  
(91) Third, customers in Estonia are not likely to exercise a sufficient degree of 
countervailing buyer power, as they have limited options to source forage  harvesters 
elsewhere. Forage  harvesters are large and very expensive machines, which are not 
likely to be sourced by customers abroad. For example, only a couple of customers 
responding to the Commission's investigation have stated that they could source self -
propelled forage harvesters from abroad, whereas for the majority of customers this 
would not be an option.120 This view is shared also by the responding competitors, the 
vast majority of whom do not consider imports from abroad as a viable option for 
customers in Estonia.121 
(92) Fourth, new market entry is not very lik ely. The market for the retail sale of self -
propelled forage harvesters in Estonia is small and the machinery is very expensive. 
The brands of both forage harvesters and of the retailers of these machines currently 
on the market are well known and trusted by customers – building a new brand is 
difficult and likely to be very time consuming. For example, as noted above in 
recital  (80), several manufacturers explain that f inding a new distributor is not easy, as 
it would require " a lot of time, effort and money ", with the manufacturer also having 
to "invest a lot in training of a new distributor " in addition to ensuring that the new 
                                                 
114  Responses to Q3b – Questionnaire to Customers in Estonia, questions 9, 10, 10.1 and 20.  
115  Responses to Q3b – Questionnaire to Customers in Estonia, question 24.  
116  Responses to Q3b – Questionnaire to Cust omers in Estonia, question 21.1. 
117  Responses to Q 2 – Questionnaire to Competitors, question 28 ; Responses to Q3b – Questionnaire to 
Customers in Estonia, question 15. 
118  Responses to Q3b – Questionnaire to Cust omers in Estonia, question 15.  
119  Responses to Q2 – Questionnaire to Competitors, question  28. 
120  Responses to Q3b – Questionnaire to Customers in Estonia, question 2 1. 
121  Responses to Q2 – Questionnaire to Competitors, question 38.  
 
25 distributor satisfies some of its require ments, including that they be committed to the 
manufacturer's brand.122 
(93) Finally, several market participants have expressed concern regarding the impact of 
the Transaction. Some customers  and competitors have indicated that they expect an 
increase in prices of forage harvesters, and a decrease in choice or quality of service, 
in Estonia post -Transaction.123 Some customers and competitors have also expressed 
concern as regards the impact that the  Transaction will have, specifically as a result of 
bringing the two brands, John Deere and C laas under single ownership. For example, 
an Estonian competitor stated that the Transaction will have a big impact on its 
business (and ability to compete) if Dan ish Agro were to have both these brands.124  
(94) In circumstances where the customers are brand loyal, view the quality of forage 
harvesters supplied by other retailers in Estonia as lower, or the quality and reach of 
the other retailers' networks as more limite d than the Parties', and absent a credible 
source of imports or possible market entry, such customers are more likely to accept a 
price increase. Moreover, in circumstances where two retailers with two competing 
brands that are each other's closest  competi tors are placed under single ownership, the 
merging entity is likely to be able to successfully increase prices on one of the brands, 
without fear of losing customers, since any lost sales are likely to be captured by the 
other brand under its ownership.  
(95) For these reasons, the Commission finds that the Transaction raises serious doubts as 
to its compatibility with the internal market as regards its impact on competition for 
the retail sale of new and used forage harvesters in Estonia  due to horizontal 
non-coordinated effects . 
(C) New standard  tractors  
(96) The Parties’ combined market shares in new standa rd tractors are estimated to 
be [30-40]% by value and [20-30]% by volume in 2018. The Parties' combined 
market shares have been quite stable over the last three ye ars: [30-40]% in 2016 
and [20-30]% in  2017 by value, and [20-30]% in 2016 and [20-30]% in 2017 by 
volume.  
(97) In Estonia, there are currently a number of other distributors offering new standard 
tractors, including Tatoli AS with the New Holland brand  ([10-20]% by value 
and [10-20]% by volume), Taure AS with the Valtra brand  ([10-20]% by value 
and [10-20]% by volume), Agriland O Ü with the Fendt brand  ([10-20]% by value 
and [10-20]% by volume)  and Dotnuva Baltic AS with the Case IH ( [5-10]% by value 
and [0-5]% by  volume). The Notifying Part ies attribute the remainder (almost a 
quarter) of the market to other distributors. Therefore, post -Transaction, several 
alternative suppliers will remain on the market, including strong suppliers such as 
Tatoli AS and Taure AS.  
                                                 
122  Responses to Q1 – Questionnaire to Manufacturers, question 6.3.  
123  Responses to Q2 – Questionnaire to Competitors, q uestions 49.2, 50.2 and 51.2; Responses to Q3b – 
Questionnaire to Customers in Estonia, question 29 and 31.  
124  Responses to Q2 – Questionnaire to Competitors, question 48.  
 
26 (98) For these reasons, the Commission finds that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as regards its impact on 
competition  for the retail sale of standard tractors in Estonia  due to horizontal non -
coordinated effects . In any event, the horizontal overlap between the Parties' activities 
in the retail sale of standard tractors in Estonia is eliminated by the Final 
Commitments proposed by the Parties, as discussed in Chapter 8. 
(D) New balers   
(99) The Parties’ combined market shares in new balers were [20-30]% by value 
and [30-40]% by volume  in 2017 and are estimated to have decreased to [20-30]% by 
value and [10-20]% by volume in 2018. The Transaction would result in a [10-20]% 
increment in new balers (on the basis of 2017 markets shares, the increments in 2018 
are lower). These market shares are relatively modest. Furthermore, a number of 
alternative suppliers of new balers are available in Estonia, including A.Tammel AS, 
Agri Partner OÜ, Ala Talutehnika OÜ, Rodnas OÜ and Saare Talutehnika OÜ .  
(100)  For these reasons, the Commission finds that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of new balers in Estonia  due to horizontal non -
coordinated effects . In any event, the horizontal overlap between the Parties' activities 
in the retail sale of new balers in Estonia is  eliminated by the Final Commitments 
proposed by the Parties, as discussed in Chapter  8. 
(E) Implements  
(101)  According to the Notifying Part ies’ estimates, the only affected ma rkets by the 
Transaction are (i) the retail sale of new swathers and rakes and (ii) the retail sale of 
new sprayers125. In these markets , the Parties have a combined value market share of 
respectively [20-30]% and betwee n 20% to 30%.  Hence,  under  the narrowest market 
definition, no competition concerns arise as a result of the Transaction. First, the 
Parties' combined market shares are modest, not exceeding 30%.  Second, there are a 
number of alternative suppliers of implements on the Estonian mark et, including those 
that do not also manufacture agricultural machinery.126 Third , the majority of market 
participants  that expressed a view in the Commission's investigation  do not expect an 
increase in prices o r a decrease in choice o r quality of implement s in Estonia  post-
Transaction .127 
(102)  For these reasons , the Commission concludes that the Transaction does not raise 
serious doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of implements in Estoni a due to horizontal non -
coordinated effects. In any event, the horizontal overlap between the Parties' activities 
                                                 
125  Under any other plausible market definition – overall implements retail market, overall new implements 
retail market, overall used implements retail market; segments for each type of implements and 
sub-segments for new and used type of implement market – the Parties comb ined market shares do not 
reach  20% or there is a share transfer (as only one of the Parties is present).  
126  Form CO, paragraph 89.  
127  Responses to Q1 – Questionnaire to Manufacturers, question 67.2, question 68.2, question 69.2; Responses 
to Q2 – Questionnaire to Competitors, question 49.2, question 50.2; Responses to Q3b – Questionnaire to 
Customers in Estonia, question 27.  
 
27 in the retail sale of implements in Estonia is eliminated by the Final Commitments 
proposed by the Parties , as discussed in Chapter 8. 
(F) Spare parts  
(103)  According to the Notifying Parties’ estimates, on the narrowest possible market 
definition, the Parties' combined market share for the  retail sale of original spare parts 
in Estonia in 2017 was [20-30]% by value and [20-30]% by volume. The Parties' 
combined market shares for the retail sale of non -original spare parts is less than 10% 
both by value and by volume. If the retail sale of original and non -original spare parts 
is considered together, the Parties' combined market share in 2017 was [20-30]% by 
value and [10-20]% by volume . The Parties' combined market shares are therefore 
modest and in any event not exceeding 30% even on the narrowest market definition.  
(104)  Even on the narrowest market definition, no competition concerns arise as a result of 
the Transaction. First, the Parties' combined market shares are modest, not 
exceeding  30%. Second, there are a number of alternative suppliers of spare parts  on 
the Eston ian market such as A.Tammel AS, Agri Partner OÜ, Ala Talutehnika OÜ, 
Rodnas OÜ , A ja M Varustus OÜ, Agroparts OÜ, Astla OÜ, Eesti Agritehnika OÜ, 
Intrac Eesti AS, Leho Kaubandus OÜ, Sike Agri OÜ, Specagra OÜ, Starfield OÜ, 
Stokker Agri OÜ and Türi Bel -Est OÜ. Third , the majority of market participants that 
responded to the Commission's investigation  expected there to be no change in price 
or quality as a result of the Transaction.128 
(105)  For these reasons , the Commission concludes that the Transaction does not ra ise 
serious doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of spare parts in Estonia due to horizontal non -
coordinated effects. In any event, the horizontal overlap between the Parties' acti vities 
in the retail sale of spare parts in Estonia is eliminated by the Final Commitments 
proposed by the Parties , as discussed in Chapter 7. 
7.1.3.  Finland  
(106)  In Finland, Danish Agro distributes agricultural machinery, implements, spare parts, 
as well as offers af ter-sales services, representing several brands, including the global 
brands John Deere and Krone. The Target also offers agricultural machinery, 
implements, spare parts, as well as after -sales services, representing several brands, 
including the global br and Claas.  
(107)  In Finland, the Transaction gives rise to several affected markets taking into 
consideration all plausible product market segmentations, namely for the retail sale of 
(i) new and used standard tractors, (ii) new and used specialty tractors; ( iii) new and 
used combine harvesters, ( iv) new and used forage harvesters and (vi) new and used 
balers, as well as for (vi i) new, used and overall new and used implements, 
(viii)  original and overall original and non -original spare parts and for the provision  of 
after-sales services.129 However, with the exception of the markets for combine 
                                                 
128  Responses to Q3b – Questionnaire to Custo mers in Estonia, question 28, question 28.1.  
129  There are also horizontal overlaps in the Parties' activities in the retail sale of used agricultural mach inery 
and used balers. However, as the Parties' combined market shares on these markets (on all possible product 
 


 
30 (109)  For the majority of the product markets involved, where the combined market share of 
the Parties is below or equal to 30%, the  market share increment brought by the 
Transaction is also relatively small. In relation to the market for implements  (where 
the combined market share is below 35 %), the increment is very small ( [0-5]%) given 
that the Target is hard ly present.  
(A) Specialty tractors  
(110)  With regards to new specialty tractors, there has been a decrease in the Parties’ 
combined market share both in value and in volume from 2017 to 2018: the value 
market share decrease from [30-40]% to [20-30]% and the volume market share 
from  [30-40]% to [30-40]%. As shown in the tables above, both Danish Agro and the 
Targets have decrease d their sales of new special ty tractors in Finland in the last two 
years. In Finland, there are currently five other distributors offering special ty tractors 
(J-Trading, Ot to Brandt, Agritek, Hako Ground & Garden and Husqvarna), including 
products from international brands manufacturers such New Holland, Case IH .133 
Hence, post -Transaction, customers have several alternative suppliers they can switch 
to in case of a price incr ease.  
(111)  With regards to used specialty tractors, the Parties ’ presence is even smaller and their 
sales have also decreased between 2017 and 2018: the value combined market share 
decrease d from [20-30]% to [20-30]% and the volume co mbined market share 
from  [30-40]% to  [20-30]%. Similarly to the new specialty tractors market, there are 
several other alternative suppliers of used specialty tractors, to which customers could 
switch in case of a price increase.  
(112)  For these reasons, the Commission finds that the Tran saction does not raise serious 
doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of new and used specialty tractors in Finland due to 
horizontal non -coordinated effects.  
(B) Combine harvesters  
(113)  With the exception of value market shares for new combine harvesters ( [30-40]% 
in 2018 and [30-40]% in 2017), the Parties’ combined market shares for  new 
(volume) and used (value and volume)  combine harvesters are moderate.  Moreover, 
the second most important supplier in Finland, Agritek, is not very far from the 
Parties, with market shares between [20-30]% in both market segments, new and used 
combine harvesters . Furthermore, in Finland there are currently four other distributers 
supplying new combine harvesters (AGCO Suomi, Agritek, HCP Finland and Turun 
Konekeskus), including products from other global brands such as Sampo -Rosenlew, 
Massey Ferguson and New Holland .134 In addition, AGCO has recently introduced 
green -harvesting machinery of another global  brand manufacturer in Finland, 
Fendt ,135 and according to another competitor, “ Agco  is going to be important player 
in the future with new models of Fendt and MF combines ”.136 To the extent that trade -
                                                 
133  Form CO, pages 91, 92 and 100.  
134  Form CO, pages 91, 92 and 100.  
135  AGCO’s r esponse  to the Commission’s request for in formation of 15.02.2019 , question 4 . 
136  Response to Questionnaire Q2 – Questionnaire to Competitors, question 41.1.  
 
31 ins influence the sale of used combine harvesters, it is reasonable to expect that this 
competitive dynamic will also have a positive effect in the used combine harvesters 
market. Hence, post -Transaction there are several alternative suppliers , both in new 
and used market segments,  to which customers can turn to in case of a price increase 
by the merged entity.  
(114)  For these reasons, the Commission finds that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of new and used combine harvesters in Finland due to 
horizontal non -coordinated effects.  
(C) Forage harvesters  
(115)  As regards the market s for forage harvesters  (new and used) , the Transaction will not 
only combine the two main distributors/retailers but will also reduce the supply to two 
distributors /retailers , the merged entity with very large market shares (70% -80%) and 
Agritek with a much smaller market share (20% -30%).  However, the Parties’ 
combined market share overstates their market power. F or the following reasons , the 
Commission considers  that the merged entity would not be able to profitably increase 
prices  or otherwise exercise market power . 
(116)  First, and particularly with regard to new forage harvesters, in Finland there has been 
a concentration of farmland .137 This not only translates in larger customers with more 
buying power but also, and in particularly in the case of forage harvesters, it means 
that farmers are able to use larger machines, instead of the smaller ones . Demand for 
smaller forage harvesters ha s kept a few brand manufacturers of larger forage 
harvesters away from the Finnish market for new forage harvesters .138 With demand 
patterns likely to change towards larger machines , expansion of the portfolio of 
brands already represented in Finland is like ly. For example , a competitor expressed 
its intent to start selling specifically new combine and new forage harvesters .139 
(117)  Second, and particular ly with regard to used forage harvesters , customers in Finland 
also seem to  purchase used forage harvesters from abroad .140 Given that in Finland 
there are several independent repairers and after -sales service providers capable of 
servicing these machines, farmers and entrepreneurs also acquire used machines 
abroad.  Contrary to Estonia, in Finland imports of used forag e harvesters seem to 
exert a competitive constrain t on the purchase of used forage harvesters.  When asked 
what the reaction would be in case the merged entity were to increase prices, several 
Finnish customers said they would purchase forage harvesters fro m abroad .141 Some 
                                                 
137  According to the Natural Resources I nstitute Finland, LUKE, whilst the farmland in Finland has increased 
the number of farms receiving any kind of support has decrease from 95,596 in 2006 to 51,616 in 2016. Given 
that all farmers in Finland receive some kind of support, this shows that there has been a trend in consolidating 
farmland - See Annex 7.1 (C)  of the Form CO  – Report, Agricultural and Food S ector in Finland 2016/17 from LUKE.  
138  Notifying Part ies’ reply to RFI no 11, question 3; Competitor’s response of 18.02.2019 to a Commission’s 
request for information sent on 15.02.2019 . 
139  Response to Questionnaire Q2 – Questionnaire to Competitors, ques tion 30.1.  
140  According to the Parties’ own repairs services, 5 machines were imported in 2017 and 2 used machines 
were imported in 2018 - Notifying Part ies’ reply to RFI no 1 1, question 1.  
141  Responses to Questionnaire Q3a – Questionnaire to Fin nish Customers, question 21.  
 
32 competitors and manufacturers also consider customers purchasing from abroad a 
possible reaction of customers .142 
(118)  Overall , the majority of competit ors,143 customers144 and all brand manufacturers ,145 
who participated in the Commission’s market investigation , expressed no  concern s 
regarding  the impact the Transaction would  have in Finland. Although a few 
customers mentioned the possibility of a price increase, the majority consider the 
Transaction will  either not change the competitive environment in terms of price, 
quality and choice; or will have a positive impact , in particular in the after -sales 
markets . One customer commented: “ [i]n my opinion, the transaction strengthens the 
aftermarket and mainte nance of the brands represented by both heads. The Finnish 
market is quite small, so there is a need for good after -sales services. Prices are 
unlikely to have an impact, because the European market is open ”.146 Another 
customer stated: “ I think it is good t o become a strong new player investing in 
Finland, this will affect prices by lowering prices as it increases competition and 
improves after -sales service ”.147 Moreover, the Fin nish customers also consider that 
the number of distributors, including in forage  harvesters, combine harvesters will be 
sufficient post -transaction to maintain the same level of competition .148  
(119)  For these reasons, the Commission finds that the Transaction does not raise serious 
doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of new and used forage harvesters in Finland due to 
horizontal non -coordinated effects.  
7.1.4.  Latvia  
(120)  Danish Agro presence in Latvia  is limited to a few internet sales of used tractors and 
new balers . Danish A gro’s agricultural machinery business has no distribution 
agreement covering the Latvia n territory no r physical presence in Latvia  (no sales 
outlets, no repair shops or repair vehicles).  In 2017, Danish Agro’s market share  in the 
used tractors market was [0-5]% and in the new balers, market was [0-5]%. 
(121)  Koneskesko is the exclusive distributor  of Claas machinery  in Latvia.  Its market share 
in the used tractors segment is [0-5]%. Konekesko has a market share above 20%  only 
in the following m arkets : new balers  ([40-50]%), new forage harvesters ( [50-60]%) 
and new combine harvesters ( [40-50]%). None of the combine and forage harvesters 
                                                 
142  Responses to Questionnaire Q2 – Questionnaire to Competitors, question; 38 and Responses to 
Questionnaire Q1 – Questionnaire to brand Manufacturers, question 28.  
143  Responses to Questionnaire Q2 – Questionnaire to Competitors, qu estions 49.1, 50.1 and 51.1; and 
Competitor’s response of 19.02.2019 to a Commission’s request for information sent on 15.02.2019.  
144  Responses to Questionnaire Q3a) -Questionnaire to Fin nish Customers, question 26, 27, 28 and 29; and 
Customer ’s response of  19.02.2019 to a Commission’s request for information sent on 15.02.2019;  and 
Customer’s response of 28.02.2019 to a Commission’s request for information sent on 15.02.2019.  
145  Responses to Questionnaire Q1 - Questionnaire to Manufacturers, questions 67.1, 68.1 and 69.1  
146  Customer ’s response of 19.02.2019 to a Commission’s request for informati on sent on 15.02.2019, 
question  9. 
147  Responses to Questionnaire Q3a – Questionnaire to Fin nish Customers, question 33; and Customer’s 
response of 19.02.2019 to a Com mission’s request for information sent on 1 5.02.2019, questions 11, 12 
and 13. 
148  Responses to Questionnaire Q3a – Questionnaire to Fin nish Customers, questions 30, 31 and 32.  
 
33 market s are however “affected markets”, since in these cases the Transaction results 
in a market share transfer from Konekesko to  Danish Agro.  
(122)  The Transaction gives rise to one affected market for new balers . The Parties ’ 
combined value market share is [40-50]%.149 The increment market share is however 
very small ( [0-5]%). In addition, there are six other distributors offering several  
branded products, including John Deere products. None of the respondents to the 
market investigation raised concerns in relation to the horizontal overlaps resulting 
from the proposed transaction in Latvia.  
(123)  For these reasons, the Commission finds that th e Transaction does not raise serious 
doubts as to its compatibility with the internal market as regards its impact on 
competition for the retail sale of new balers in Latvia due to horizontal non -
coordinated effects.  
7.1.5.  Lithuania  
(124)  Danish Agro presence in Lithu ania is limited to a few internet sales of used combine 
harvesters. Danish Agro’s agricultural machinery business has no distribution 
agreement covering the Lithuanian territory nor physical presence in Lithuania (no 
sales outlets, no repair shops or repai r vehicles).  In 2017, Danish Agro’s value market 
share in the combine harvesters market was [0-5]%. 
(125)  Konekesko is the exclusive distributor of Claas  machinery  in Lithuania. Its value 
market shares are relative ly small in most of all the plausible market segmentations 
(below 20%), with  the exception of the new combine harvesters market  ([30-40]%) 
and the new forage harvesters market ( [50-60]%).150 These markets are however not 
affected markets, for the Transaction results in a market share t ransfer from 
Konekesko to Danish Agro.  
(126)  The markets where the activities of the Parties overlap are not affected markets under 
any plausible segmentation .151 Moreover, in Lithuania there are five other distributors 
offering several branded products, including  John Deere products.  In addition, all five 
distributors offer combine harvesters and at least three of them offer forage 
harvesters .152 For these reasons, the Transaction does not raise serious doubts as 
regards  the Parties’ horizontal overlaps in Lithuania  due to horizontal non -coordinated 
effects.  
7.2. Conglomerate effects  
(127)  A competitor of the Parties  in Lithuania and Latvia  claimed that post -Transaction 
Danish Agro would have significant market power being the main supplier of both 
agricultural machinery and ag ricultural inputs ( e.g. seeds, pesticides  and fertilizers) as 
                                                 
149  The volume market shares are lower: new agricultural m achinery ( [10-20]%); us ed and new balers 
market  ([20-30]%); new ba lers market ( [30-40]%). 
150  The volume market shares are i n the same range. As regards forage harvesters, Konekesko’s market  share 
reflects the sale of two machines in 2017, as this is a new market in Lithuania.  
151  The Parties ’ combined value market share i n the overall machinery market is below 10 %, in the new and 
used combine harvesters market is circa [10-20]%, and in the used combine harvesters market is below  5%. 
152  Responses to Questionnaire Q2 - Questionnaire  to Competitors, questio ns 1 and 2.  
 
34 well as a purchaser of crops. According to this competitor, Danish Agro could 
combine the offer of these products and offer “ a reduction of sales prices for 
agricultural machinery and compensati on of this reduction by increased prices for the 
inputs or reduced grain purchasing prices .”153 A competitor in Estonia has also 
approached the Estonian Competition Authority with a similar complaint .154 
(128)  The Commission has therefore assessed any potential conglomerate effects that may 
arise as a result of the Transaction  in the Baltic countries . 
7.2.1.  Analytical Framework  
(129)  According to paragraph 92 to the Non -Horizontal Merger Guidelines, “[w]hereas it is 
acknowledged that conglomerate mergers in the majority of   circumstances  will not 
lead to any competition problems , in certain specific cases there may be harm to 
competition ”. For instance , foreclosure effects may arise when the combination of 
products in related markets may confer on the Merged Entity the abili ty and incentive 
to leverage a strong market position from one market to another closely related market 
by means of tying or bundling or other exclusionary practices.155  
(130)  The Non -Horizontal Merger Guidelines distinguish between bundling, which usually 
refers  to the way products are offered and priced by the Merged Entity and tying, 
usually referring to situations where customers that purchase one good (the tying 
good) are required to also purchase another good from the producer (the tied good).156  
(131)  While tying and bundling as such are common practices that often have no 
anticompetitive consequences157, in certain circumstances  such practices may lead to a 
reduction in actual or potential competitors' ability or incentive to compete. This may 
reduce the competitive  pressure on the Merged Entity  allowing it to increase prices  or 
deteriorate supply conditions in other ways .158 
(132)  In assessing the likelihood of such a scenario, the Commission examines, first, 
whether the merged firm would have the ability to foreclose its r ivals, second, 
whether it would have the economic incentive to do so and, third, whether a 
foreclosure strategy would have a significant detrimental effect on competition, thus 
causing harm to consumers.159 In practice, these factors are often examined toget her 
as they are closely intertwined.  
7.2.2.  The Notifying Part ies’ views  
(133)  Confronted with the complaints, the Notifying Part ies argue that it would not have the 
ability nor the incentive to adopt such foreclosure strategy for the following reasons. 
First, the sale of agricultural machines and the sale of agricultural supplies are not 
complementary businesses. Second, there is no d emand for the joint provision of 
                                                 
153  Responses to Questionnaire Q2 - Questionnaire to Competitors, question 52.1  and 53.1.  
154  Estonian Competition Authority’s response to the Commission article 11 (6) request for information.  
155  Non-Horizontal Merger Gu idelines, paragraph 93.  
156  Non-Horizontal Merger Guidelines, paragraph 97.  
157 Non-Horizontal Merger Guidelines, paragraph 93 . 
158  Non-Horizontal Merger Guidelines, paragraph 93.  
159  Non-Horizontal Merger Guidelines, paragraphs 111 to 118.  
 
35 agricultural machinery and agricultural supplies and the demand for each type of 
product is different. Third, Danish Agro would not have an incentive to combine such 
business es since such a combination would not result in a dditional value nor in a 
reduction of costs .160 
7.2.3.  The Commission's assessment  
(134)  Given the nature of the products involved – agricultural machinery on the one hand 
and seeds, fertilizers, pesticides , or (the purchase of) crops on the other hand -, the 
merged enti ty would not be able to leverage its position in one market to foreclose 
competitors in another by technically tying the products. Given the different times and 
frequency at which these products are purchased contractual tying also seems very 
unlikely. If the merged entity were ever to adopt such a foreclosure strategy, it would 
most likely condition the sales of its products by mixed bundling: where the products 
are available both separately and jointly but where the sum of the stand -alone price is 
higher than the bundled price.161 The Commission hence will focus its analysis on this 
possibility.  
(135)  In its assessment, the Commission realised that most of the facts and reasons apply 
across the different geographic markets mentioned  by the complainants . For this 
reason, the Commission will not present a separate assessment for each geographic 
market but will highlight the differences whenever necessary.  
(136)  For the reasons presented below, the Commission considers that the merged entity 
would not have the ability nor t he incentive to foreclose its rivals by combining its 
sales of agricultural machinery with other agricultural inputs, nor somehow condition 
those sales on the purchase of crops, in order to foreclose its rivals, causing a 
detrimental effect on competition.  
(137)  Firstly, machinery on the one hand and inputs like seeds and fertilizers on the other 
hand are not complementary products, are purchased for different purposes and , as 
mentioned above, are purchased at different moments in time and with different 
frequenc y (the life cycle of an agricultural machine is between 10 to 15 years; whilst 
most of the agricultural inputs mentioned above are purchased on a yearly basis). This 
is even more evident when it comes to conditioning the sale of machinery on the 
purchase o f crops. Moreover, the common customer base  for these different products  
is limited to farmers, as the  independent entrepreneurs who offer services to the 
farmers  are not interested in the other products the merged entity has on offer, nor are 
the potentia l suppliers of crops.  Hence, given the nature of products involved, the 
merged entity would have difficulties in li nking the products together.  
(138)  Second ly, in order to leverage its position from one market to another, the merged 
entity has to have market pow er in the market of the product to which the sale is tied.  
The merged entity will not have such strong market position in any plausible 
agricultural machinery market, as explained below.  
                                                 
160  Notifying  Parties’ response  to RFI n o.8, question 15.  
161  Non-Horizontal Merger Guidelines, paragraph 96.  
 
36 (139)  In Estonia, with the exception of the markets for forage harvesters ( whether new and 
used taken together ( [70-80]%), new only ( [70-80]%) or used only  ([50-60]%)), 
combine harvesters (whether new and used taken together  ([50-60]%), new 
only ([60-70]%) or used only ( [30-40]%)) and new balers ( [30-40]% in 2017, reduced 
to [20-30]% in 2018) the Parties' combined market shares are below 30% in  any other 
agricultural machinery market.162 Furthermore, as noted above and discussed in more 
detail in Chapter 8, the Notifying Part ies have offered commitments, which would 
lower the me rged entity's market shares  and its market power  in these markets.  
(140)  In Lithuania, with the exception of the markets for new combine and new forage 
harvesters, the merged entity has a market share below 30% in  any other market for 
agricultural machinery .163 This means that there are other alternative suppliers to 
which customers can switch in case they do not want the conditional sale (bundle, 
tying, discount) the merged entity could allegedly offer.  Also in relation to combine  
harvesters  and forage harvesters  – where the new entity has a market share 
of [30-40]% and [50-60]% respectively  - the merged entity would not have the ability 
to adopt such  a strategy. The lack of complementar ity of the products still applies and 
the pool of common customers is smaller,  as some of them are not farmers but service 
providers.  
(141)  In Latvia, with the exception of the markets for new and used balers, and new balers, 
used and new forage harvesters ( [30-40]%), new forage harvesters ( [50-60]%); used 
and new combine harvesters ( [40-50]%), the merged entity has market shares 
below  30% in  any other agricultural machinery market .164 Also for the above 
mentioned market, there are other alternative suppliers to which customers can switch 
in case they do not want the conditional sale (bundl e, tying, discount) the merged 
entity could allegedly offer.  Moreover, in the case of balers and harvesters the 
common pool of customers is also smaller since these machines are also sold to 
service contractors who are not farmers.  
(142)  With no market power on any plausible market for agricultural products, the merged 
entity would not be able to leverage its position on th ese markets to gain more sales 
on the market for other agricultural inputs or to get lower prices when purchasing the 
crops.  Third ly, the mer ged entity would not have any incentive to make the sale of 
agricultural machinery conditional on the sale of inputs or the purchase of crops, for 
                                                 
162  As regards the markets and plausible segmentations thereof related to the supply of agricultural inputs (such 
as feed, fertilizers, pesticides) as well as the ma rket for the purchase of crops, the Notifying Parties only 
have a market share above 30% in relation  to the sale of compound feed for pigs. Given that the Targets are 
not present on these markets nor on any market upstream or downstream of these types of a gricultural 
supplies (including feed for pigs), these are not affected markets. In any event, it makes no economic sense 
to make the sale of these products conditional on the sale of machines given that the products are not 
complementary , are used for diff erent purposes, purchased with different frequencies; the target customers 
are not necessarily the same and the prices are very different.  
163  The merged entity also has no market share above 30% in  any market, or plausible segmentation  thereof , 
related to the supply of agricultural inputs (such as feed, fertilizers, pesticides) as well as related to the 
purchase of crops . In any event, it makes no economic sense to make the sale of these products conditional 
on the sale of machines.  
164  As regards the market s and plausible segmentations thereof related to the supply of agricultural inputs (such 
as feed, fertilizers, pesticides) as well as the market for the purchase of crops, the merged entity only has a 
market share above 30% in relation  to the sale of compo und feed for pigs. In any event, it makes no 
economic sense to make the sale of these products conditional on the sale of machines.  
 
37 such strategy would most likely not be profitable.  Given the higher prices of machines 
(in particular forage harvesters) compared with the agricultural inputs, it would be 
very difficult to compensate the loss made in the machinery (due to price reductions) 
with gains in sales of agricultural inputs.  It would also be very hard and unlikely that 
the merged entity would successfully propose a discount on a n agricultural machine in 
exchange for a lower price in the purchase of a crop.  
(143)  For these reasons,  the Commission finds that the  Transaction does not raise serious 
doubts as to its compatibility with the internal m arket due to conglomerate effects . 
8. PROPOSED REMEDIES  
8.1. Introduction  
(144)  In order to remove the serious doubts arising from the Transaction in Estonia , as 
described in Section 7.1.2.2 , the Notifying  Parties  submitted commitments modifying 
the Transaction on 4 March 2019 (the "Initial Commitments").  
(145)  In addition , the Notifying Parties  have entered into related commitments, inter alia  
regarding the separation of the divested businesses from their retained businesses, the 
preservation of the viability, marketability and competitiveness of the divested 
businesses, including the appointment of a monitoring trustee and, if ne cessary, a 
divestiture trustee.  
(146)  The Commission launched a market test of the Initial Commitments on 6 March 2019 , 
seeking responses from manufacturers, competitors, and customers  in Estonia . 
Following the feedback received from market participants in the market test and the 
Commission's initial assessment, the Notifying Parties submitted a revised set of 
commitments on 18 March 2019 (the "Final Commitments").  
8.2. Initial Commitments  
8.2.1.  Description of the Initial Commitments  
(147)  First, the Initial Commitments consist of the divestment of the Notifying Parties  
activit ies of distribution and retail sale of agricultural machinery, implements, spare 
parts and provision of after -sales service in Estonia as operated by DA Agravis’  
subsidiary Baltic Agro Machinery  ÖÜ (including the distributorship agreement with 
John Deere ) in Estonia  (the "Divestment Business"), which includes:  
(a) all tangible assets, including  the outlet in Järvamaa and  current stock of 
agricultural machinery and spare par ts of the Divestment Business;165 
(b) all  intangible assets  (including intellectual property rights) of the Divestment 
Business, including the infrastructure, texts and pictures of the current webpage of the 
Divestment Business, which wi ll be migrated to the Purchaser;166 
                                                 
165  Initial Commitments , paragraph 5 and Schedule to the Initial Commitments, paragraph s 1 and 2 (a).  
166  Initial Commitments , paragraph  5 and Schedule to the Initial Commitments, paragraph 2 (b).  
 
38 (c) all contracts, agreements, leases, custom er orders, commitments and 
understandings  of the Divestment Business;167 including but not limited to:  
Distribution agreements  
- the written distribution agreement with John Deere Walldorf GmbH & Co. KG,  
- the written ex clusive distribution agreement with Fliegl  Agrartechnik GmbH,  
- the written exclusive distribution agreement with Kramer -Werke GmbH,  
- the oral distribution agreements with Samson Agro A/S, TeeJet Technologies 
Denmark, Köckerling GmbH & Co. KG, Ludwig Bergmann International Sales 
GmbH, Bomford Turner Ltd., Fransgard Maskinfabrik A/S, Conor Engineering 
Ltd., Holmer Maschinenbau GmbH and Antti Teollisuus.  
(148)  DA Agravis  will take best efforts to fulfil and keep the distribution agreements with 
the Divestment Business.168 
Lease agreements (real  estate ) 
- With regard to the premises used in Tartu by the Divestment Business , the Initial 
Commitments include the commitment by DA Agravis through its subsidiary AS 
Baltic Agro  to enter, upon the request of the P urchaser, into a written sub -lease 
agreement on marke t terms and on terms not less favourable than the terms under 
the main lease by AS Baltic Agro with the lessor.  
- DA Agravis shall at the request of the Purchaser be obliged to ass ign the lease of 
the premises located in Rae Vald, Estonia, currently leased b y the target 
Konekesko Eesti AS to the Divestment Business subject to the lessor’s approval. 
DA Agravis  assumes to defray reasonable costs related to the relocation of the 
Divestment Business within Rae Vald. In case the lessor does not approve the 
assignm ent of the lease to the Purchaser and the Purchaser does not have at its 
disposal  facilities for the continuance of the activity currently conducted by the 
Divestment Business from the outlet in Rae Vald, the Purchaser shall be entitled 
to continue the lea se of the latter leasehold for an interim period of 6 months from 
Closing.169 
Leasing contracts  
- Lease agreements with SWEDBANK in relation to 13 service vans.  
- Lease agreements with SEB in relation to 23 cars and 6 service.  
                                                 
167  Initial Commitments , paragraph 5 and Schedule to the Initial Commitments, paragraph s 2 (c) and (d).  
168  Schedule to the Initial Commitments, paragraph 2 (d) . 
169  Schedule to the Initial Commitments , paragraph s 2 (d) and 3 (d) . 
 
39 - agricultural machines which the Div estment Business subleases to their 
customers ;170 
(d) the historical customer records and all other records ;171 
(e) all personnel, including key personnel, which includes central management, except 
for the CEO and CFO .172 
(149)  Second, with regard to the trademark “Baltic Agro Machinery” owned by DA Agravis  
and in order to facilitate re -branding, the Initial Commitments include the 
commi tment, at the Purchaser’s request, to redirect from the domain 
“balticagromachinery .com ” to th e new domain of the  Purchaser for a period up to 
6 months from Closing . Also, the Initial Commitments allow, upon request of the 
Purchaser, to use the name “Baltic Agro Machinery” to rebrand the Divestment 
Business in Estonia for a period of up to 6 months  from Closing  (“re-branding  
period”) . Further, upon request of the Purchaser, DA Agrav is and Affiliated 
Undertakings commit to  refrain from using the name “Baltic Agro Machinery” or a 
name confusingly similar to “Baltic Agro Machinery” in Estonia for a p eriod of 
12 months from Closing  ("black -out period").173Third , the Initial Commitments 
contain related commitments, including those regarding the separation of the 
Divestment Business from the businesses retained, the preservation of the viability, 
marketabili ty and competitiveness of the Divestment Business, including the 
appointment of a monitoring trustee and, if necessary, a divestiture trustee.174  
(150)  Fourth, t he Initial Commitments offered by the Notifying Parties contain purchaser 
criteria that are more expansive than those contained in the Commission’s standard 
model for divestiture commitments. The additional purchaser criterion requires the 
purchaser to obtain written acceptance from John Deere for the c ontinuance of the 
John Deere distribution agreement on terms no less favourable than under the current 
ownership of DA Agravis.  The additional purchaser criterion is complemented by the 
commitment by the Notifying Parties not to contract with John Deere fo r a 
distributorship of new John Deere agricultural machiner y in Estonia for a period of 
10 years.175 
(151)  The Notifying Part ies consider that the Initial Commitments woul d eliminate the 
entire overlap in Estonia  in the markets for combine harvesters  and forage harvesters  
in which the Commission has preliminarily expressed serious doubts as to the 
compatibility of the transaction with the internal market . According to the Notifying 
Parties, the Divestment Business is largel y an autonomous business. It includes al l the 
necessary tangible and intangible assets that enable it to compete effectively on a 
stand -alone basis (with distribution agreements including most importantly the 
distribution agreement with John Deere, distribution outlets, leased service vehicles,  
stock , key personnel  and customer records .  
                                                 
170  Schedule to the Initial Commitments, paragraph  2 (d).  
171  Initial Commitments, paragraph 5 and Schedule to the Initial Commitments, paragraph 2 (e).  
172  Initial Commitments, paragraph 5 and Schedule to the Initial Commitments, paragraph s 2 (f) and (g).  
173  Schedule to the Initial Commitments , paragraph 2 (b) .  
174  Initial Commitments, paragraph s 7 ff. and 18 ff.  
175 Initial Commitments, paragraph 16.  
 
40 8.2.2.  Results of the market tes t 
(152)  The results of the market test were generally positive . However , only a limited 
number  companies expressed an interest in purchasing the Divestment Business.   
(153)  All of the  respondents tha t expressed a view indicated that (i) the Initial Commitments 
were adequate for the Purchaser to become a viable competitor in the  Estonian 
markets for agricultural machinery, implements, spare parts and after -sales services ,176 
and (ii) that the Initial Commitments w ould ensure that post -transaction there would 
remain sufficient competit ion in Estonia in the retail sales of agricultural machinery in 
general and forage harvesters and combine harvesters in particular .177 Notably, among 
market participants exp ressing favourable views were several who had previousl y 
indicated concerns in their replies to the Commission's  market investigation. On e 
market participant stated: “ If Danish Agro doesn’t control 2 both Claas and John 
Deere, then there would be sufficien t competition .”178 Further, a vast majority of the 
respondents that expressed a view indicated that they did  not see any difficulties or 
risks in the implementation of the divestiture of the retail business and/or 
distributorship agreements to the new purcha ser.179 
(154)  With respect to the duration  of the re-branding period , a vast majority of respondents 
who provided  a view  consider ed both the re-branding  period as well as the black -out 
period  to be sufficiently long for the Purchaser  to re -brand the Divestment 
Business.180 An Estonian customer stated: “ It is very easy to contact their customer to 
let them [k]now about the name change .”181 A manufacturer explained: “ Even a 
shorter period (e.g. 6 month[s]) is long enough to inform the market about  the change 
of naming  and establish a new name/brand .”182 Only two respondents stated that they 
would prefer longer re-branding periods. A manufacturer replied in this regard  in 
relation  to the 6 month s re-branding  period : “In general 6 months is short – a 
12 months would be mor e realistic ”. Further, a potential purchaser explained also in 
reference to brand licensing period : “This is the minimum term. Longer period might 
be required depending on other conditions, such as relocation of the premises, etc ”183 
and further stated with regard to the black -out period: “ Agricultural machinery market 
has a long cycle compared to other industries. It takes at least two years (two 
seasons) to get used to major changes .”184 
(155)  As regards personnel , when being asked for employees they consider ed imp ortant to 
the Divestment Business, the vast majority of respondents  only named personnel 
included  in the Initial Commitments, including  in particular manager and Sales 
                                                 
176  Responses to Q5 – Questionnaire on Proposed Remedies, quest ion 1.  
177  Responses to Q5 – Questionnaire on Proposed Remedies, question 4.  
178  Response to Q5 – Questionnaire on Proposed Remedies, question 4.1.  
179  Responses to Q5 – Questionnaire on Proposed Remedies, question 2.  
180  Responses to Q5 – Questionnaire on Proposed Remedies, question 5 and 6.  
181  Response to Q5 – Questionnaire on Proposed Remedies, question 5.1.  
182  Response to Q5 – Questionnaire on Proposed Remedies, question 6.1.  
183  Response to Q5 – Questionnaire on Proposed Remedies, question 5.1.  
184  Response to Q5 – Questionnaire on Proposed Remedies, question 6.1.  
 
41 Director , who was mentioned several times.185 One potential buyer also name d the 
CEO and CFO as “ critical ” to the Divestment Business.186 
(156)  Several  respondents that expressed a view considered it necessary for a suitable 
purchaser to have experience in the agricultural machinery market.187 One 
manufacturer explained in this regard : “Farming is a niche and requires knowledge of 
the industry, to understand the mechanisms and culture of this industry .”188 
(157)  However , only a limited number of  companies express ed an interest in purc hasing the 
Divestment Business.189 One respondent  explained that in their experience it was not 
easy to sell an agricultural machinery distribution business in Estonia for three 
reasons.  Firstly , most of the current distributors are already selling one of the leading 
agricultural machinery brands and manufacturers do not a pprove of a distributor if 
they are  already selling a competing brand. Secondly , for outside investors, the 
Estonian market is not very attractive as it is rather small  and with little growth and 
development opportunities. Thirdly , an investor would have to make big investment s 
for relatively little return.190 
(158)  Lastly, in parallel to the market test, a response of the Notifying Part ies to a request 
for information  revealed that the Divestment Business would share the same outlet in 
Tartu with the Retained Business following the merger.191 
8.2.3.  Commission’s assessment of the Initial Commitments  
8.2.3.1  Scope of the Divestment Business and removal of competition concerns  
(159)  The Initial Commitments include the entire activities as operated by OÜ Baltic Ag ro 
Machinery in the distribution and retail sale of agricultural machinery, implements, 
spare parts and in the provision of after -sales services in Estonia.  
(160)  The Initial Commitments , therefore , remove the entire overlap between the Parties’ 
activities in ea ch of the markets for the retail sale of (i) new and used forage 
harvesters in Estonia , and (ii) new and used combine harvesters in Estonia , in which 
the Commission raised serious doubts as to the compatibility of the Transaction with 
the internal market.  
8.2.3.2  Viability and competitiveness of the Divestment Business  
(161)  The Commission considers that, based on the evidence on file and the results of the 
market test, the Initial Commitments are in general suitable to lead to the divestment 
of a viable and competitive  business. The Baltic Agro Machinery business operate s as 
                                                 
185  Responses to Q5 – Questionnaire on Proposed Remedies, question 3.  
186  Responses to Q5 – Questionnaire on Proposed Remedies, questions 1.1, 3 and 4.1.  
187  Responses to Q5 – Questionnaire on  Proposed Remedies, question 7.1.  
188  Response to Q5 – Questionnaire on Proposed Remedies, question 7.1.  
189  Response to Q5 – Questionnaire on Proposed Remedies, question 8; Non -confidential summary of a call 
with a potential buyer dated 15 March 2019; Non -confidential summ ary of a call with a potential buyer 
dated 13 March 2019; Non -confidential e -mail of a potential buyer dated 14 March 2019.  
190  Non-confidential summary of a call with a potential buyer dated 15 March 2019.  
191  Notifying Part ies’ response  to RFI 10 on 6 March 2019.  
 
42 a stand -alone business within Danish Agro and DA Agravis , including through 
separate sales outlets and repair shops  and personnel .  
(A) Re-branding periods  
(162)  Two respondents to the market test raised concerns with respect to the duration of the 
re-branding  and black -out period s, as summarized in paragraph  (154) .  
(163)  The Commissio n finds that the time periods offered by the Notifying Parties in the 
Initial Commitments are  sufficient to re-brand the Divestment Business . First, t he 
responses to the initial market investigation as well to the market test demonstrate that 
the brands of machinery manufacturers are considerably more relevant to customers 
than the brands of the distributors. Second, the majority of respondents to the market 
test expressed a view that the duration of both periods  (re-branding and black -out) is 
sufficiently long to make customers aware of the new company name.192 Further more , 
the Estonian market and the potential customer base are relatively small.  Several 
market participants credibly explained  that the duration of both periods is sufficiently 
long to make cust omers aware of the new company name.193 
(B) Key personnel  
(164)  In light of the results of the market test, the Commission considers that the key 
personnel included in the Initial Commitments is sufficiently comprehensive, as it 
includes all of the main personnel including  in particular the manager and Sales 
Director . While a single potential buyer named the CEO and CFO of Baltic Agro 
Machinery OÜ as critical to the Divestment Business, the Notifying Par ties credibly 
explained to the Commission that the Manager and  Sales Director  is effectively acting 
as the CEO of Baltic Agro Machinery OÜ, while the official CEO and CFO are 
responsible for several subsidiaries within the Danish Agro Group and are not 
involved in the daily operations of the Divestment Business.194 Hence, the 
Commission does not consider them critical to the Divestment Business in order to 
establish the Divestment Business as a competitor in Estonia . 
(C) Premises in Tartu  
(165)  The Commission finds that the Initial Commitments are  not sufficient with respect to 
the premises of the Divestment Business in Tartu. Since the Divestment Business 
would have to share the building with the retained business, this would  impair the 
viability and competitiveness of the Divestment Business  as well as its ability to 
establish i tself as a new competitor on the agricultural machinery market .  
8.2.3.3  Purchaser criteria  
(166)  The Commission considers that th e additional purchaser criterion  of written 
acceptance by John Deere  of the continuance of the distribution agreement  (see 
paragraph (150) ) is necessary in the circumstances of the case at hand. The transfer of 
                                                 
192  Response to Q5 – Questionnaire on Proposed Remedies, questions 5, 5.1, 6 and 6.1.  
193  Response to Q5 – Questionnaire on Proposed Remedies, question 5.1 and 6.1.  
194  Form R M, para. 65 ff.  
 
43 the distributorship agreement with John Deere, which is the main brand sold by the 
Divestment Business, is critical for the viability of the Divestment Business .  
(A) Purchasers  
(167)  Only a limited number of respondents to the market test expressed an interest to 
purchase the Divestment Business . Moreover , in order to successfully develop the 
Divestment Business, the potential purchaser would need to obtain the consent of 
John Deere. Against this background, the Commission cannot conclude  with the pre -
requisite degree of certainty  that the Notifying Part ies will find a suitable purchaser 
for the Divestment  Business,  within the divestiture period.   
8.2.3.4  Conclusion  
(168)  The Commission therefore considers that the Initial Commitments would not be 
suitable to remove the serious doubts raised by the Transaction in a clear -cut manner.  
8.3. Final Commitments  
8.3.1.  Description of th e Final Commitments  
(169)  To address the shortcomings of the Initial Commitments, the Notifying Parties 
submitted their revised version in the form of Final Commitments. The main 
modifications included in the Final Commitments with respect to the Initial 
Commit ments are the following:  
(a) With regard to the purchaser, the inclusion of an upfront buyer requirement 
limited to the Baltic transaction .195 
(b) With regard to the premises in Tartu, DA Agravis  commits, upon request of the 
Purchaser, to lease the premises  for an interim period of 6 months from Closing. 
In this 6 months period, DA Agravis commits,  at the request of the Purchaser, to 
use best efforts to guide and assist the Purchaser in finding new suitable 
premises in Tartu for the continuance of the Divest ment Business. In the event 
that the Purchaser do es not succeed in finding new suitable premises in Tartu 
within said 6 months period, DA Agravis  commits,  at the request of the 
Purchaser , to promptly and no later than 6 months following the expiry of the 
first 6 months period assign s uitable and comparable premises in Tartu for the 
continuance of the Divestment Business.  If no suitable and comparable premises 
in Tartu are available, DA Agravis  commits to  assign, at the expiry of the 
second 6 months period , the premises in Tartu located at Kogre tee 7, Tartu 
61708 to the Purchaser, either as a purchase on market terms or as a lease on 
market terms at the option of the Purchaser, for the continuance of the 
Divestment Business.  The interim lease period shall be  extended accordingly 
until new suitable and comparable premises h ave been assigned and in no event 
exceeding more than 12 months from Closing. DA Agravis  commits to defray 
reasonable costs related to the physical moving of the Divestment Business 
                                                 
195  Final Commitments, p aragraph  3. 
 
44 from the  current premises in Tartu  to the new premises in Tartu for the 
Divestment Business.  
8.3.2.  Commission’s assessment of the Final Commitments  
(170)  With regard to the amendments incl uded in the Final Commitments , the Commission 
considers the following . 
(171)  The Commission f inds that the upfront buyer requirement with regard to the Baltic 
transaction removes all concerns regarding  potential competitive harm arising due to 
DA Agravis  not finding  a suitable purchaser for the Divestment Business within the 
divestiture period.  
(172)  The Commission considers that the Final  Commitments are suitable to remove the 
Commission’s concerns in relation to the premises in Tartu. The Commission finds 
that the new solution will ensure that the Divestment Business is able to establish 
itself as a new competitive force and a stand -alone business on the agricultural 
machinery market. The Commission takes into account that the current premises do 
not contain any significant  adaptations  (e.g. for the repair of vehicles) and do not 
operate under special  permissions (e.g. environmental permi ts) which could make it 
difficult to find new appropriate premises .196 
8.4. Conclusion  
(173)  For the reasons outlined above , the Commission considers that the Final 
Commitments are capable of removing serious doubts as to the compa tibility of the 
Transaction with the internal market.  
9. CONDITIONS AND OBLIGA TIONS  
(174)  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  
(175)  The fulfilment of the measures that gives rise to the structural c hange of the market is 
a condition, whereas the implementing steps that are necessary to achieve this result 
are generally obligations on the parties. Where a condition is not fulfilled, the 
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.  
                                                 
196  As per  response of the Notifying Part ies’ to RFI of 15 March 2019, dated 15 March 2019.  
 
45 (176)  In accordance with the basic distinction between conditions and obligations described 
in the preceding paragraph, t he commitments in Section B of th e Final Commitments 
set out in the Annex  constitute conditions attached to this decision, as only through 
full compliance therewith can the structural changes in the relevant markets be 
achieved. The other commitments set out in the Annex constitute obliga tions, as they 
concern the implementing steps which are necessary to achieve the modifications 
sought in a manner compatible with the internal  market.  
(177)  The full text of the Final Commitments is attached to this Decision as the Annex and 
forms an integral pa rt of this Decision.  
10. CONCLUSION  
(178)  For the above reasons, the Commission has decided not to oppose the notified 
operation as modified by the 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 in Section B of the Final C ommitments annexed to the 
present decision and with the obligations contained in the other sections of the said 
commitments. This decision is adopted in application of Article 6(1)(b ) in conjunction 
with Article 6(2) of the Merger Regulation  of the Merger Regulation and Article 57 of 
the EEA Agreement . 
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission  
 
 Annex  
   2019.03.18  
 
 
Case M.9163 – DA AGRAVIS MACHINERY HOLDING / AS KONEKESKO 
EESTI / SIA KONEKESKO LATVIJA / UAB KONEKESKO LIETUVA  
 
COMMITMENTS TO THE EUROPEAN COMMISSION  
 
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger Regulation ”), DA 
Agravis Machinery Holding A/S and Danish Agro Machinery Holding A/S (the “ Notifying Parties ”) 
hereby enter into the following Commitments (the “ Commitments ”) vis -à-vis the European 
Commission (the “ Commission ”) with a view to rendering the acquisition of AS Konekesko Eesti, 
SIA Konekesko Latvija, UAB Konekesko Lietuva and the as sets and activities related to distribution 
and sale of agricultural machinery in Finland from Konekesko Oy (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 parti cular 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 of the Divestment Business as indicated in Section B, paragraph 5 (a), (b) 
and (c) and described more in detail in the Schedule.   
 
Baltic Transaction : DA Agravis Machinery Holding A/S’ proposed acquisition of the sole 
control of AS Konekesko Eesti, SIA Konekesko Latvija and UAB Konekesko Lietuva.  
 
Closing : the transfer of the legal title to the Divestment Business to the Purchaser.  
 
2  
Closing  Period : the period of 3 months from the approval of the Purchaser and the terms of sale 
by the Commission.  
 
Confidential 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 
independence in discharging its duties under the Commitments.  
 
DA Cash Pool : the cash pool established by Danish Agro a.m.b.a. with all its subsidiaries 
meaning that Danish Agro a.m.b.a., as the ultimate parent company in the group, finances the 
daily operation of its subsidiaries, including the Divestment Business, by providing overdraft 
facilities from the said cash pool to these subsidiaries. The facility under the cash pool with the 
Divestment Business is limited to EUR […] including accrued interest.  
 
Divestment Business : the business or businesses as defined in Section B and  in the Schedule 
which the Notifying Parties commit to divest.  
 
Divestiture Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by DA Agravis Machinery Holding A/S and who has/have received 
from DA Agravis M achinery Holding A/S the exclusive Trustee Mandate to sell the Divestment 
Business to a Purchaser at […]. 
  
Effective Date : the date of adoption of the Decision.  
 
Finnish Transaction : Danish Agro Machinery Holding A/S’ proposed acquisition of the sole 
control of the assets and activities related to distribution and sale of agricultural machinery in 
Finland from Konekesko Oy.  
 
First Divestiture Period : the period of […] from the Effective Date.  
 
Hold Separate Manager : the person appointed by DA Agravis Ma chinery Holding A/S for the 
Divestment Business to manage the day -to-day business under the supervision of the Monitoring 
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.  
 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved by the 
Commission and appointed by DA Agravis Machinery Holding A/S, and who has/have the duty 
to monitor DA Agravis Mach inery Holding A/S’ compliance with the conditions and obligations 
attached to the Decision.  
 
Parties:  the Notifying Parties and the undertaking that is the target of the concentration.  
 
 
3 Personnel : all staff currently employed by the Divestment Business, i ncluding 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 with the criteria set out in Section D.  
 
Purchaser Criteria : the criteria laid down in paragraph 17 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 Trust ee as the case may be.   
 
Trustee Divestiture Period : the period of […] from the end of the First Divestiture Period.  
 
DA Agravis Machinery Holding A/S , incorporated under the laws of Denmark, with its 
registered office at Kornmarken 1, 8464 Galten, Denmar k and registered with the 
Commercial/Company Register at the Danish Business Authority under number 36 90 70 37.  
 
Section B.  The commitment to divest and the Divestment Business  
 
 Commitment to divest  
 
2. In order to maintain effective competition, DA Agravis Machinery Holding A/S commits to 
divest, or procure the divestiture of the Divestment Business by the end of the Trustee Divestiture 
Period as a going concern to a purchaser and on terms of sale approv ed by the Commission in 
accordance with the procedure described in paragraph 18 of these Commitments. To carry out the 
divestiture, DA Agravis Machinery Holding A/S 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 DA Agravis Machinery Holding A/S has not entered into such an agreement 
at the end of the First Divestiture Period, DA Agravis Machinery Holding A/S shall grant the 
Divestiture Trustee an exclusive mandate to sell the Divestment Business in accordance with  the 
procedure described in paragraph 30 in the Trustee Divestiture Period.  
 
3. The Baltic Transaction shall not be implemented before DA Agravis Machi nery Holding A/S or 
the Divestiture Trustee has entered into a final binding sale and purchase agreement for the sale of 
the Divestment Business and the Commission has approved the purchaser and the terms of sale in 
accordance with paragraph 18. Whereas the Finnish Transaction can be implemented by Danish 
Agro Machinery Holding A/S from the Effective Date.  
 
4. DA Agravis Machinery Holding A/S shall be deemed to have com plied with this commitment if:  
 
 (a) by the end of the Trustee Divestiture Period, DA Agravis Machinery Holding A/S or 
the Divestiture Trustee has entered into a final binding sale and purchase agreement 
 
4 and the Commission approves the proposed purchaser a nd the terms of sale as being 
consistent with the Commitments in accordance with the procedure described in 
paragraph 18; and  
 
 (b) the Closing of the sale of the Divestment Business to the Purchaser takes place within 
the Closing Period.  
 
5. In order to maintain the structural effect of the Commitments, the Notifying Parties 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 showin g good cause and accompanied by a report from the Monitoring 
Trustee (as provided in paragraph 44 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 the activities of distribution and sale of agricultural 
machinery, implements, spare parts and provision of after -sales service in Estonia as operated by 
OÜ Baltic Agro Machinery. In Estonia, OÜ Balt ic Agro Machinery is an authorised dealer of 
John Deere products. 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 al l 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 assets (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, commitments and customer orders of the Divestment Business; 
all customer, credit and other records of the Divestment Business; and  
 
 (d) the Personnel.  
 
7. In addition, the Divestment Business includes the benefit, for a transitional period of up to 12 
months after Closing and on terms and conditions equivalent to those at present afforded to the 
Divestment Business, of all current arrangements under which DA Agravis Machinery Holding 
A/S or its Affiliated Undertakings supply products or services to the Divestment Business unless 
otherwise agreed with the Purchaser. Strict firewall procedures will be adopted so as to ensure 
that any competitively sensitive information related to, or arising from such supply arrangements 
(for example, product roadmaps) will not be shared with, or passed on to, anyone outside the 
operations.  
 
 
5 Section C.  Related commitments  
 
 Preservation of viability, marketability and competitiveness  
 
8. From the Effective Date until Closing, the Notifying Parties 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 a s far as possible any 
risk of loss of competitive potential of the Divestment Business. In particular, DA Agravis 
Machinery Holding A/S undertakes:  
(a) not to carry out any action that might have a significant adverse impact on the value, 
management or co mpetitiveness 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 re sources 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 with the Divestment Business, and not to solicit or move 
any Personnel to DA Agravis Machinery Holding A/S’ remaining business. Where, 
nevertheless, individual members of the Key Personnel except ionally leave the 
Divestment Business, DA Agravis Machinery Holding A/S shall provide a reasoned 
proposal to replace the person or persons concerned to the Commission and the 
Monitoring Trustee. DA Agravis Machinery Holding A/S 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 Trustee, who 
shall report to the Commissio n. 
 
 Hold -separate obligations  
 
9. The Notifying Parties commit, from the Effective Date until Closing, to keep the Divestment 
Business separate from the business(es) it is retaining and to ensure that unless explicitly 
permitted under these Commitments: (i)   management and staff of the business(es) retained by 
DA Agravis Machinery Holding A/S 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 DA Agrav is Machinery Holding A/S and do not report to any individual outside the 
Divestment Business.  
 
10. Until Closing, DA Agravis Machinery Holding A/S shall assist the Monitoring Trustee in 
ensuring that the Divestment Business is managed as a distinct and saleabl e entity separate from 
the business(es) which DA Agravis Machinery Holding A/S is retaining. Immediately after the 
adoption of the Decision, DA Agravis Machinery Holding A/S shall appoint a Hold Separate 
Manager. The Hold Separate Manager, who shall be par t of the Key Personnel, shall manage the 
 
6 Divestment Business independently and in the best interest of the business with a view to 
ensuring its continued economic viability, marketability and competitiveness and its 
independence from the businesses retaine d by DA Agravis Machinery Holding A/S . 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 l aid down in paragraph 6(c) of these Commitments. The Commission 
may, after having heard DA Agravis Machinery Holding A/S, require DA Agravis Machinery 
Holding A/S to replace the Hold Separate Manager.  
 
11. To ensure that the Divestment Business is held and ma naged as a separate entity the Monitoring 
Trustee shall exercise DA Agravis Machinery Holding A/S’ rights as shareholder in the legal 
entity or entities that constitute the Divestment Business (except for its rights in respect of 
dividends that are due bef ore Closing), with the aim of acting in the best interest of the business, 
which shall be determined on a stand -alone basis, as an independent financial investor, and with a 
view to fulfilling DA Agravis Machinery Holding A/S’ obligations under the Commitm ents. 
Furthermore, the Monitoring Trustee shall have the power to replace members of the supervisory 
board or non -executive directors of the board of directors, who have been appointed on behalf of 
DA Agravis Machinery Holding A/S . Upon request of the Moni toring Trustee, DA Agravis 
Machinery Holding A/S shall cause such members of the boards to resign.  
 
 Ring -fencing  
 
12. DA Agravis Machinery Holding A/S shall implement, or procure to implement, all necessary 
measures to ensure that it does not, after the Effec tive Date, obtain any Confidential Information 
relating to the Divestment Business and that any such Confidential Information obtained by DA 
Agravis Machinery Holding A/S before the Effective Date will be eliminated and not be used by 
DA Agravis Machinery Holding A/S. This includes measures vis -à-vis DA Agravis Machinery 
Holding A/S’ appointees on the supervisory board and/or board of directors of the Divestment 
Business. In particular, the participation of the Divestment Business in any central information  
technology network shall be severed to the extent possible, without compromising the viability of 
the Divestment Business. DA Agravis Machinery Holding A/S may obtain or keep information 
relating to the Divestment Business which is reasonably necessary fo r the divestiture of the 
Divestment Business or the disclosure of which to DA Agravis Machinery Holding A/S is 
required by law.  
 
 Non-solicitation clause  
 
13. 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 2 years after Closing.  
 
 Due diligence  
 
14. In order to enable potential purchasers to carry out a reasonable due diligence of the Divestment 
Business, DA Agravis Machinery Holding A/S shall, subject to customary confidentiality 
 
7 assurances and non -solicitation undertakings and dependent on the stage  of the divestiture 
process:   
(a) provide to potential purchasers sufficient information as regards the Divestment 
Business;  
(b)  provide to potential purchasers sufficient information relating to the Personnel and 
allow them reasonable access to the Per sonnel.  
 
 Reporting  
 
15. DA Agravis Machinery Holding A/S 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 
every month following the Effective Date (or otherwise at the Commission’s request). DA 
Agravis Machinery Holding A/S 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 
divestiture process, as well as a copy of all the offers made by potential purchasers within five 
days of their receipt.  
 
16. DA Agravis Machinery Holding A/S 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 purch asers.  
 
Section D.  The Purchaser  
 
17. In order to be approved by the Commission, the Purchaser must fulfil the following criteria:  
(a) The Purchaser shall be independent of and unconnected to the Notifying Parties and their 
Affiliated Undertakings (this being assessed having regard to the situation following the 
divestiture).  
(b) The Purchaser shall have the financial resources, whet her as equity or loan capital, 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 obtain all necessary approvals from 
the relevant regulatory authorities for the acquisition of the Divestment Business;  
(d) The Purchaser has obtained written acceptance from John Deere for the continuance of the 
John Deere distr ibution agreement on terms not less favourable than under the current 
ownership of DA Agravis Machinery Holding A/S. DA Agravis Machinery Holding A/S or any 
of its Affiliated Undertakings will not for a period of 10 years from the Effective Date contract 
with John Deere for a distributorship of new John Deere agricultural machinery in Estonia.  
 
18. 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 Com mission’s approval. When 
 
8 DA Agravis Machinery Holding A/S 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. DA Agravis Machinery Holding A/S must 
be able to demonstrate to the Commission 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 Commitmen ts. 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 cha nge in the market. 
The Commission may approve the sale of the 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  
 
19. DA Agravis Machinery Holding A/S shall appoint a Monitoring Trustee to carry out the functions 
specified in these Commitments for a Monitoring Trustee. The Notifying Parties commit(s) not to 
close the Concentration before the appointment of a Monitoring Tr ustee.  
 
20. If DA Agravis Machinery Holding A/S has not entered into a binding sale and purchase 
agreement regarding the Divestment Business one month before the end of the First Divestiture 
Period or if the Commission has rejected a purchaser proposed by DA Agravis Machinery 
Holding A/S at that time or thereafter, DA Agravis Machinery Holding A/S shall appoint a 
Divestiture Trustee. The appointment of the Divestiture Trustee shall take effect upon the 
commencement of the Trustee Divestiture Period.  
 
21. The Trus tee shall:  
(i) at the time of appointment, be independent of the Notifying Parties and its/their Affiliated 
Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example have sufficient 
relevant experience as an investment  banker or consultant or auditor; and  
(iii) neither have nor become exposed to a Conflict of Interest.  
 
22. The Trustee shall be remunerated by the Notifying Parties in a way that does not impede the 
independent and effective fulfilment of its mandate. In pa rticular, 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 Pe riod.  
 
 
9   Proposal by DA Agravis Machinery Holding A/S  
 
23. No later than two weeks after the Effective Date, DA Agravis Machinery Holding A/S shall 
submit the name or names of one or more natural or legal persons whom DA Agravis Machinery 
Holding A/S proposes to appoint as the Monitoring Trustee to the Commission for approval. No 
later than one month before the end of the First Divestiture Period or on request by the 
Commission, DA Agravis Machinery Holding A/S shall submit a list of one or more persons 
whom DA Agravis Machinery Holding A/S proposes to appoint as D ivestiture 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 21 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 indication whether the proposed Trustee is to act as both Monitoring Trustee and 
Divestiture Trustee or whether different trustees are propose d for the two functions.  
 
  Approval or rejection by the Commission  
 
24. 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, DA Agravis Machinery Holding A/S shall 
appoint or cause to be appointed the person or persons conc erned as Trustee, in accordance with 
the mandate approved by the Commission. If more than one name is approved, DA Agravis 
Machinery Holding A/S shall be free to choose the Trustee to be appointed from among the 
names approved. The Trustee shall be appoint ed within one week of the Commission’s approval, 
in accordance with the mandate approved by the Commission.  
 
  New proposal by DA Agravis Machinery Holding A/S  
 
25. If all the proposed Trustees are rejected, DA Agravis Machinery Holding A/S 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 19 and 24 of these Commitments.  
 
  Trustee nominated by the Commission  
 
26. If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a  
Trustee, whom DA Agravis Machinery Holding A/S shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
 
 
 
10  II. Functions of the Trustee  
 
27. 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 the Trustee or 
DA Agravis Machinery Holding A/S, give any orders or instructions to the Trustee in order to 
ensure compliance with the condition s and obligations attached to the Decision.   
 
  Duties and obligations of the Monitoring Trustee  
 
28. The Monitoring Trustee shall:  
 
(i)        propose in its first report to the Commission a detailed work plan describing how it 
intends to monitor compliance with the obligations and conditions attached to the 
Decision.  
 
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -going m anagement 
of the Divestment Business with a view to ensuring its continued economic viability, 
marketability and competitiveness and monitor compliance by DA Agravis Machinery 
Holding A/S with the conditions and obligations attached to the Decision. To tha t end the 
Monitoring Trustee shall:  
 
  (a) 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 8 and 9 of these Comm itments;  
 
  (b) supervise the management of the Divestment Business as a distinct and saleable 
entity, in accordance with paragraph 10 of these Commitme nts;  
 
  (c) with respect to Confidential Information:  
 
 determine all necessary measures to ensure that DA Agravis Machinery 
Holding A/S 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 network 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 DA Agravis Machinery Holding A/S before the 
Effective Date is eliminated and will not be used by DA Agravis Machinery 
Holding A/S and  
 decide whether such information may be disclosed to or kept by DA Agravis  
Machinery Holding A/S as the disclosure is reasonably necessary to allow 
DA Agravis Machinery Holding A/S to carry out the divestiture or as the 
disclosure is required by law;  
 
 
11   (d) monitor the splitting of assets and the allocation of Personnel between  the 
Divestment Business and DA Agravis Machinery Holding A/S or Affiliated 
Undertakings;   
 
(iii) propose to DA Agravis Machinery Holding A/S such measures as the Monitoring Trustee 
considers necessary to ensure DA Agravis Machinery Holding A/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 co mpetitively 
sensitive information;  
 
(iv) review and assess potential purchasers as well as the progress of the divestiture process 
and verify that, dependent on the stage of the divestiture process:  
 
  (a) potential purchasers receive sufficient and correct information relating to the 
Divestment Business and the Personnel in particular by reviewing, if available, the 
data room documentation, the information memorandum and the due diligence 
process, and  
 
  (b) potential purchasers are granted reasonable access to the Personnel;  
 
(v) act as a contact point for any requests by third parties, in particular potential purchasers, 
in relation to the Commitments;  
 
(vi) provide to the Commission, sending DA Agravis Machinery Holding A/S 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 management of the Divestment Business as well 
as the splitting of assets and the allocation of Personnel s o 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 well as potential purchasers;  
 
(vii) promptly report in writing to the Commission, sending DA Agravis Machinery Holding 
A/S a non -confidential copy at the same time, if it concludes on reasonable grounds that 
DA Agravis Machinery Holding A/S is failing to comply with these Commitments;  
 
(viii) within one week after receipt of the documented proposal referred to i n paragraph 18 of 
these Commitments, submit to the Commission, sending DA Agravis Machinery Holding 
A/S a non -confidential copy at the same time, a r easoned 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 obligations attach ed 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;  
 
 
12 (ix) assume the other functions assigned to the Monitoring Trustee under the conditions and 
obligations attached to the Decision.  
 
29. If the Monitoring and Divestiture Trustee are not the same legal or natural persons, the 
Monitoring Trustee and the Divestiture Tru stee 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  
 
30. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price, 
[…], the Divestment Business by way of a sale and purchase of 100 % of the shares in the 
Divestment Business to a purchaser, provided that the Commission has app roved 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 18 
of these Commitments. The Divestiture Trustee shall include in the sale and purchase agreement 
(as well as in any ancillary agreements) such terms and conditions as it considers appropriate for 
an exped ient 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 DA Agravis Machinery Holding A/S, subject to the Notifying 
Parties’ unconditional obligation to divest at […] in the Trustee Divestiture Period. The 
Divestiture Trustee shall in any event procure that the following terms are included in the sale and 
purchase agreement (as well as in any ancillary agreements):  
 
(i) The Divestiture Trustee shall ensure that the Purchaser of the Divestment Business 
undertakes as a condition for Closing in the sale and pur chase agreement to settle via cash 
payment the Divestment Business’ debt under the DA Cash Pool together with accrued 
interests as per Closing to Danish Agro a.m.b.a.;  
 
(ii) The Divestiture Trustee shall ensure that the Purchaser of the Divestment Business 
undertakes a condition according to which the Divestment Business’ store, repair and 
service shop located at T ehnika 5, Tartu 51014, Estonia is either (i) moved to another 
location of the Purchaser within 6 months from Closing or (ii) at the expiry of said  6 months 
period moved to the premises assigned at the Purchasers request by DA Agravis Machinery 
Holding A/S or to other premises contracted by the Purchaser within a new 6 months period. 
If no suitable and comparable premises in Tartu is availabl e at the  expiry of the latter 
6 months period, DA Agravis Machinery Holding A/S shall at the request of the Purchaser 
be obliged to assign the premises in Tartu currently owned and operated by Konekesko Eesti 
AS located at Kogre tee 7, Tartu 61708 to the Purchaser , either as a purchase or as a lease on 
market terms at the option of the Purchaser, for the continuance of the Divestment Business. 
The Purchaser will be able to continue the lease of the current premises located  at 
Tehnika  5, Tartu 51014, Estonia for an interim period until the Purchaser has moved to 
another location of the Purchaser or DA Agravis Machinery Holding A/S has assigned a 
suitable and comparable premises and in no event exceeding more than 12 months from 
Closing;  
 
13  
(iii) The Divestiture Trustee shall  ensure that the Purchaser of the Divestment Business 
undertakes a condition according to which the Divestment Business’ store, repair and 
service shop located at Rukki tee 8, Lehmja küla, Rae vald, 75306, Harjumaa, Estonia is 
either (i) moved to another l ocation of the Purchaser or (ii) moved to the building located at 
Põrguvälja tee 3a, Pildiküla, Rae vald, 75308 Harjumaa, Estonia, from which Konekesko 
Eesti AS currently operates, to the extent that the lessor approves the Purchaser, in the 
absence of whi ch the Purchaser can continue the lease of the ou tlet for an interim period of 
6 months from Closing; and  
 
(iv) The Divestiture Trustee shall ensure that the name and brand “Baltic Agro Machinery” 
remains with Danish Agro Group and that the purchaser will not maintain or acquire any 
rights to the name or the brand “Baltic Agro Machinery” or any other corporate identities 
derived from “Baltic Agro Machinery”. As an action for Closing, the purchaser shall change 
the name of the Divestment Business to a new name w hich is not confusingly similar to 
“Baltic Agro Machinery”.  
 
31. 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 pr ogress 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 Parties . 
   
 III. Duties and obligations of the P arties  
 
32. DA Agravis Machinery Holding A/S 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 co mplete access to any of DA Agravis 
Machinery Holding A/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 DA Agr avis Machinery Holding A/S and the Divestment Business shall 
provide the Trustee upon request with copies of any documen t. DA Agravis Machinery 
Holding  A/S and the Divestment Business shall upon request 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.  
 
33. DA Agravis Machinery Holding A/S shall provide the Monitoring Trustee with all managerial 
and administrativ e support that it may reasonably request on behalf of the management of the 
Divestment Business. This shall include all administrative support functions relating to the 
Divestment Business which are currently carried out at headquarters level. DA Agravis 
Machinery Holding A/S shall provide and shall cause its advisors to provide the Monitoring 
Trustee, on request, with the information submitted to potential purchasers, in particular give the 
Monitoring Trustee access to the data room documentation and all o ther information granted to 
potential purchasers in the due diligence procedure. DA Agravis Machinery Holding A/S shall 
inform the Monitoring Trustee on possible purchasers, submit lists of potential purchasers at each 
 
14 stage of the selection process, inclu ding the offers made by potential purchasers at those stages, 
and keep the Monitoring Trustee informed of all developments in the divestiture process.  
 
34. DA Agravis Machinery Holding A/S shall grant or procure Affiliated Undertakings 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 to achieve the sale and the Clo sing, 
including the appointment of advisors to assist with the sale process. Upon request of the 
Divestiture Trustee, DA Agravis Machinery Holding A/S shall cause the documents required for 
effecting the sale and the Closing to be duly executed.  
 
35. DA Agravis Machinery Holding A/S 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 DA Agravis Machine ry Holding A/S 
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 emp loyees, agents or advisors.  
 
36. At the expense of DA Agravis Machinery Holding A/S, the Trustee may appoint advisors (in 
particular for corporate finance or legal advice), subject to DA Agravis Machinery Holding A/S’ 
approval (this approval not to be unreason ably withheld or delayed) if the Trustee considers the 
appointment of such advisors necessary or appropriate for the performance of its duties and 
obligations under the Mandate, provided that any fees and other expenses incurred by the Trustee 
are reasonab le. Should DA Agravis Machinery Holding A/S refuse to approve the advisors 
proposed by the Trustee the Commission may approve the appointment of such advisors instead, 
after having heard DA Agravis Machinery Holding A/S. Only the Trustee shall be entitled to issue 
instructions to the advisors. Paragraph 35 of these Commitments shall apply mutatis mutandis . In 
the Trustee Divestiture Period, the Divestiture Trustee may use advisors who served DA Agravis 
Machinery Holding A/S during the Divestiture Period if the Divestiture Trustee considers this in 
the best interest of an expedient sale.  
 
37. DA Agravis Machinery Holding A/S agrees that the Commission  may share Confidential 
Information proprietary to DA Agravis Machinery Holding A/S 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 .  
 
38. The Notifying Parties agree that the contact details of the Monitoring Trustee are published on the 
website of the Commission's Directorate -General for Competition and they shall inform interested 
third parties, in particular any potential purchasers, of t he identity and the tasks of the Monitoring 
Trustee.  
 
39. 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.  
 
 
15  IV. Replacement, discharge and reappointment of the Trustee  
 
40. 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 DA Agravis Machinery Holding A/S , 
require DA Agravis Machinery Holding A/S  to replace the Trustee; or  
(b) DA Agravis Machinery Holding A/S  may, with the prior approval of the Commission, replace 
the Trustee .  
41. If the Trustee is removed according to paragraph 40 of these Commitments, the Trustee may be 
required to continue in its function until a new Trus tee 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 19-26 of these Commitments.  
 
42. Unless removed according to paragraph 40 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 reappoint ment of the Monitoring Trustee if it subsequently appears 
that the relevant remedies might not have been fully and properly implemented.  
  
 
16 Section F.  The review clause  
 
43. The Commission may extend  the time periods foreseen in the Commitments  in response to a  
request from DA Agravis Machinery Holding A/S or, in appropriate cases, on its own initiative. 
Where DA Agravis Machinery Holding A/S requests an extension of a time period, it shall submit 
a reasoned request to the Commission no later than one month befo re 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. 
Only in exceptional circumstances sh all DA Agravis Machinery Holding A/S be entitled to 
request an extension within the last month of any period.  
 
44. The Commission may further, in response to a reasoned request from the Notifying Parties  
showing good cause waive, modify or substitute, in exc eptional 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 requ est 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  
 
45. The Commitments shall take effect upon the date of adoption of the Decision.  
 
 
duly authorised for and on behalf of    
DA Agravis Machinery Holding A/S and Danish Agro Machinery Holding A/S  
 
17 SCHEDULE  
 
1. The Divestment Business as operated to date has the following legal and 
functional structure:  
Baltic Agro Machinery OÜ, reg. no. 10346159, is an Estonian limited company with 
registered place of business and management at Tehnika 9, Türi 72213, Järvamaa, 
Estonia. The Divestment Business is owned by DA Agravis Machinery Holding A/S, 
which in turn is ultimately owned by Danish Agro a.m.b.a. and is, currently, part of 
the Danish Agro Group.  
The main activity of the Divestment Business is sale of agricultural  machinery and 
spare parts from John Deere in Estonia. In addition, the Divestment Business is active 
with sale of implements and spare parts from various brands and provision of service 
repairs of agricultural machinery and implements in Estonia.  
The man agement and the activities of the Divestment Business are operated from 
three locations in Estonia placed at the following addresses:  
 Tehnika 9, Türi 72213, Järvamaa, Estonia  
 Tehnika 5, Tartu 51014, Estonia  
 Rukki tee 8, Lehmja küla, Rae vald, 75306, Harjum aa, Estonia  
The three aforementioned locations are each structured with a sales store/showroom, 
a spare parts stock and a service repair shop.  
In addition to the three locations, the Divestment Business has 17 specialized service 
repair vehicles, which pr ovide service and repairs to the customers at their premises.  
The Divestment Business owns its outlet located at Tehnika 9, Türi 72213, Järvamaa, 
Estonia.  
The two other outlets located at Tehnika 5, Tartu 51014, Estonia and Rukki tee 8, 
Lehmja küla, Rae va ld, 75306 Harjumaa, Estonia, are rented by the Divestment 
Business of AS Baltic Agro, an Affiliated Undertaking.  
In respect of the outlet located at Tehnika 5, Tartu 51014, Estonia the Divestment 
Business has a sub -lease from AS Baltic Agro who in turn ha s a lease agreement with 
a third party. The lease agreement between AS Baltic Agro and said third party 
expires at the end of […]. 
A chart of the Divestment Business ’ organization is attached as annex 1 , which 
illustrates each function within the Divestment Business  and the employees working 
the said functions.  
 
18 2. In accordance with paragraph 6 of these Commitments, the Divestment Business 
includes, but is not limited to:  
 
(a) the following main tangible assets:  
An overview of the Divestment Business’ most important tangible assets is annexed 
as annex 2 (A1) .  
An overview of the current stock of agricultural machinery and spare parts of the 
Divestment Business is annexed as annex 2 (A2) .  
A schedule of the receivables of the Divestment Business is annexed as annex 2 (A3) . 
The enclosed annexes will be updated as per Closing.  
(b) the following main intangible assets:  
 
An overview of all assets, including the intangible assets, owned by the Divestment 
Business is annexed as annex 2 (B) . The annex will be updated as per Closing.  
 
The infrastructure, texts and pictures of the current webpage of the Divestment 
Business will be migrated to the Purchaser. The current corporate identities of the 
Divestment Business of the webpage, which are based on the corporate identities of 
Danish Agro Group, and any reference to Danish A gro Group/Affiliated 
Undertakings from the webpage shall be completely removed from the webpage no 
later than 1 month from Closing.  
 
At the Purchaser’s request, DA Agravis Machinery Holding A/S shall procure that the 
domain “balticagromachinery.com” will r edirect to the new domain of the Purchaser 
for a period of up to 6 months from Closing.  
 
At the Purchaser’s request, DA Agravis Machinery Holding A/S shall procure that the 
Purchaser is allowed to use the name “Baltic Agro Machinery” to rebrand the new 
identity of the Divestment Business in Estonia for a period of up to 6 months from 
Closing. Other than the names used by the Danish Agro Group at the Effective Date, 
DA Agravis Machinery Holding A/S and Affiliated Undertakings will at the 
Purchasers request r efrain from using the name “Baltic Agro Machinery” or a name 
confusingly similar to “Baltic Agro Machinery” in Estonia for a period of 12 months 
from Closing. However, DA Agravis Machinery Holding A/S or an Affiliated 
Undertaking shall be entitled to regis ter the name “Baltic Agro Machinery” as a 
defensive, protective measure.  
 
(c) the following main licences, permits and authorisations:  
 
The Divestment Business has a licence to Microsoft Navision.  
 
 
19 (d) the following main contracts, agreements, leases, commitments and 
understandings:  
 Written distribution agreements  
 Distribution agreement with John Deere Walldorf GmbH & Co KG  
 
 Exclusive distribution agreement with Fliegl Agrartechnik GmbH  
 
 Exclusive distribution agreement with Kramer -Werke GmbH  
 DA Agra vis Machinery Holding A/S will take best efforts to fulfil and keep the 
above -mentioned distribution agreements with the Divestment Business.  
 Oral distribution/supplier agreements  
The Divestment Business has oral agreements with the following 
manufacturers/suppliers:  
 Samson Agro A/S  
 TeeJet Technologies Denmark  
 Köckerling GmbH&CoKG  
 Ludwig Bergmann International Sales GmbH  
 Bomford Turner Ltd  
 Fransgard Maskinfabrik A/S  
 Conor Engineering Ltd  
 Holmer Maschinenbau GmbH  
 Antti Teollisuus  
 DA Agravis Ma chinery Holding A/S will take best efforts to fulfil and keep the 
above -mentioned distribution agreements with the Divestment Business.  
 Lease agreements (real property)  
AS Baltic Agro and the Divestment Business will conclude a written sub -lease 
agreement on market terms for the sub -lease of the outlet located at Tehnika 5, 
 
20 Tartu  51014, Estonia at terms not less favourable than the terms under the main lease 
by AS Baltic Agro with the lessor.  
 
DA Agravis Machinery Holding A/S shall at the request of the Purchaser be obliged 
to assign the lease of the premises located at Põrguvälja tee 3a, Pildiküla, Rae vald, 
75308 Harjumaa, Estonia currently leased by Konekesko Eesti AS t o the Divestment 
Business/Purchaser subject to the lessor’s approval. DA Agravis Machinery Holding 
A/S further assumes to defray reasonable costs related to the relocation of the 
Divestment Business from Rukki tee 8, Lehmja küla, Rae vald, 75306 Harjumaa, 
Estonia to the premises located at Põrguvälja tee 3a, Pildiküla, Rae vald, 75308 
Harjumaa, Estonia. In the event that the lessor of Konekesko Eesti AS’ current lease 
located at Põrguvälja tee 3a, Pildiküla, Rae vald, 75308 Harjumaa, Estonia will not 
approv e the assignment of the lease to the Purchaser and the Purchaser does not have 
at its disposal facilities for the continuance of the activity currently conducted by the 
Divestment Business from the outlet located at Rukki tee 8, Lehmja küla, Rae vald, 
7530 6 Harjumaa, Estonia, the Purchaser shall be entitled to continue the lease of the 
latter leasehold for an interim period of 6 months from Closing.  
 
 Leasing contracts  
At this point, the Divestment Business has leased 13 service vans from SWEDBANK. 
All the se service vans are leased on operational leasing contracts. An overview of the 
vans leased from SWEDBANK is annexed as annex 2 (D1) .  
 
In addition, the Divestment Business leases 23 cars and 6 service vans from SEB. 
These vehicles are leased on operationa l leasing contracts as well. An overview of the 
vans leased from SEB is annexed as annex 2 (D2) . The remaining leased machines 
that appear in said annex are agricultural machines, which the Divestment Business 
subleases to their customers.  
 
(e) the followi ng customer, credit and other records:  
 
 The historical customer records and all other records will be included in the 
Divestment Business.  
 
(f) the following Personnel:  
 
 All personnel mentioned in the organization scheme annexed as annex 1 and currently 
working for the Divestment Business save for […] (CEO) and […] (CFO), cf. para b 
in this schedule, will be transferred to the purchaser of the Divestment Business.  
 
 A lis t of the Personnel is annexed as annex 2 (F) . 
 
 
21 (g)  the following Key Personnel:  
 
 The following personnel employed by the Divestment Business shall be considered 
“Key Personnel”:  
  
First Name  Last Name  Job Title  
[…] […] Manager/Sales Director  
[…] […] Accountant  
[…] […] Marketing Manager  
[…] […] Aftermarket Manager  
[…] […] Product Manager Tractors  
[…] […] Product Manager Combines and Harvesters  
[…] […] Product Manager Turf Equipment  
[…] […] Product Manager Farm Implements  
[…] […] Used Equipment Manager  
[…] […] Sales administrator  
[…] […] Marketing Assistant  
[…] […] Service Manager/Technical adviser  
[…] […] Workshop Manager Tartu  
[…] […] Workshop Manager Türi  
[…] […] Workshop Manager Jüri  
[…] […] Product Manager Non John Deere Brands  
[…] […] Product Manager Grain Handling  
 
 The “Hold Separate Manager” shall be […].  
 
3. The Divestment Business shall not include:  
  
(a) […] (CEO) and […] (CFO).  
 
 (b) Any rights to the name and the brand “Baltic Agro Machinery” or any other corporate 
identities derived from “Baltic Agro Machinery”.  
 
(c) The domain “balticagromachinery.com”. At the Purchaser’s request, the domain 
“balticagromachinery.com” will redirect to the new domain of the Purchaser for a 
period of up to 6 months from Closing.  
 
(d) The leased premises located at T ehnika 5, Tartu 51014, Estonia will not be included 
in the Divestment Business. The Purchaser shall though be entitled to continue the 
lease of the current premises located at Tehnika 5, T artu for an interim period of 
6 months f rom Closing. In this 6 months period, DA Agravis Machinery Holding A/S 
shall at the request of the Purchaser use best efforts to guide and assist the Purchaser 
in finding new suitable premises in Tartu for the continuance of the Divestment 
Business. In the  event that the Purchaser do not succeed in finding new suitable 
premises in Tartu within said 6 months period, DA Agravis Machinery Holding A/S 
shall at the request of the Purchaser promptly and no later than 6 months following 
 
22 the expiry of the first 6 m onths period be obliged to assign a suitable and comparable 
premises in Tartu for the continuance of the Divestment Business. If no suitable and 
comparable premises in Tartu is available, DA Agravis Machinery Holding A/S shall 
at the expiry of the second 6  months period be obliged to assign the premises in Tartu 
located at Kogre tee 7, Tartu 61708 to the Purchaser, either as a purchase on market 
terms or as a lease on market terms at the option of the Purchaser, for the continuance 
of the Divestment Busines s. The interim lease period shall be extended accordingly 
until new suitable and comparable premises has been assigned and in no event 
exceeding more than 12 months from Closing. DA Agravis Machinery Holding A/S 
assumes to defray reasonable  costs related t o the physical moving of the Divestment 
Business from Tehnika 5, Tartu 51014, Estonia to the new premises in Tartu for the 
Divestment Business.  
 
(e) The leased premises located at Rukki tee 8, Lehmja küla, Rae vald, 75306, Harjumaa, 
Estonia will not be includ ed to the extent that the purchaser resolves either (i) to move 
the outlet to another location of the purchaser or (ii) move the outlet to the premises 
located at Põrguvälja tee 3a, Pildiküla, Rae vald, 75308 Harjumaa, Estonia from 
which Konekesko Eesti AS  currently operates. Option (ii) is subject to the lessor’s 
approval of the purchaser/the Divestment Business as new lessee in the absence of 
which the lease of the premises located at Rukki tee 8, Lehmja küla, Rae vald, 75306, 
Harjumaa, Estonia can contin ue for an interim period of 6 months from Closing.  
 
4. If there is any asset or personnel which is not be covered by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the Divestment Business 
and necessary for the continued viabili ty and competitiveness of the Divestment 
Business, that asset or adequate substitute will be offered to potential 
purchasers.  
  
 
23 Annexes 1 -2 
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