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, 12.11.2019  
C(2019 ) 8170 final  
PUBLIC VERSION  
 
To the notifying parties  
Subject : Case M.9474 – FAURECIA / MICHELIN / SYMBIO JV  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 7 October 2019, the European Commission received notification of a proposed 
concentration pursuant to Article 4 of the Merger Regulation by which Faurecia 
Exhaust International SAS (“Faurecia Exhaust International”, France) and Spika 
SAS (“Spika”, France) acquire within the meaning of Article 3(1)(b) and 3(4) of the 
Merger Regulation joint control of Symbio (also referred to as the “JV”, France), by 
way of purchase of shares (the “Tr ansaction”).3 Faurecia Exhaust International and 
Spika are hereinafter collectively referred to as the “Notifying Parties”. Faurecia 
Exhaust International, Spika and Symbio are collectively referred to as “Parties”.  
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the “Merger Regulation ”). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( “TFEU ”) has introduced certain changes, such as the replacement of  
“Community ” by “Union ” and “common market ” by “internal market ”. The terminology of the TFEU will 
be used throughout this decision.  
2  OJ L 1, 3.1.1994, p . 3 (the “ EEA Agreement ”). 
3  Publication in the Official Journal of the European Union No C 350, 16.10.2019, p. 7.  

 
2 1. THE PARTIES  
(2) Faurecia Exhaust Internation al is fully owned by Faurecia SE (“Faurecia”, 
France), which is in turn solely controlled by Peugeot SA (France), the ultimate 
parent company of the PSA group (“PSA”). Faurecia is active globally in the 
manufacture and supply of automotive equipment, inclu ding (i) automotive seating, 
(ii) interior systems, (iii) emissions control. In particular, Faurecia supplies hydrogen 
storage systems (“HSS”) for the automotive sector. PSA is active globally in the 
manufacture and supply of passenger cars and light comme rcial vehicles (“LCVs”), 
and automotive components for motor vehicles.  
(3) Spika  is a fully owned subsidiary of Michelin. Michelin is a global manufacturer 
and supplier of tyres for automotive and other industries.  
(4) Symbio  assembles and supplies Fuel Cell Syste ms (“FCSs”) for the automotive 
sector. Depending on its customers’ needs, Symbio may also supply Fuel Cell Power 
Units (“FCPUs”).  
2. THE OPERATION AND THE  CONCENTRATION  
(5) Pursuant to Article 2.3 of the draft Investment Protocol between Faurecia Exhaust 
International, Spika and Symbio (“draft Investment Protocol”), the Transaction will 
be implemented through (i) the completion of a share capital increase of Symbio, 
fully subscribed by Spika, (ii) the acquisition by Faurecia Exhaust International of 
50% of  the share capital of Symbio and (iii) the transfer to Symbio of certain assets 
held by the Michelin and PSA groups.  
Joint control  
(6) Pursuant to the shareholders agreements structuring the governance of Symbio, each 
of the Parties will hold a 50% ownership i nterest in the JV.4 
(7) The JV will be governed by a Board of Directors (“BoD”) consisting of six 
members. Spika and Faurecia Exhaust International will […]. 
(8) The President of the JV will be appointed […] Similarly, the General Manager will 
be appointed […] The  candidate for General Manager will […] .5 
(9) Decisions relating to Reserved Matters require the prior written approval of the BoD 
[…]. Such Reserved Matters include notably (i) the approval of the annual budget, 
and (ii) the approval of the strategic plan and  its yearly updates.6  
(10) As a result, each of Faurecia Exhaust International and Spika will have the right to 
veto strategic decisions made by the BoD regarding the JV’s business.  
                                                 
4  Pursuant to Recital (F) of the draft Investment Protocoland to Recital (G) of the draft Shareholders’ 
Agreement between Spika and Faureci a Exhaust International in the presence of Symbio (“d raft 
Shareholders’ Agreement”) (Schedules 1 and 2 to the Memorandum of Understanding of 26 July 2019 
between Faurecia Exhaust International and Manufacture Française des Pneumatiques Michelin) […] 
Form C O, paragraphs 97 -99, and Annex 9; Notifying Parties’ response to RFI 1, question 8 . 
5  Section 3 of the draft Shareholders’ Agreement. Form CO, Annex 9.  
6  Schedule 3.4.3 of the draft Shareholders’ Agreement. Form CO, paragraph 107 and Annex 9; Notifying 
Parties’ response to RFI 2, question 8.  
 
3 (11) As a result of the Transaction, Faurecia Exhaust International and Spika will jointly 
control Symbio within the meaning of Article 3(1)(b) of the Merger Regulation.  
Full-functionality  
(12) The JV will be active in the design, engineering, development, testing, production, 
marketing and sale of FCSs and FCPUs to be integrated in FCSs for the automotive 
sector. As, post -Transaction, neither PSA nor Michelin will supply FCSs or FCPUs 
to be integrated in FCSs for the automotive sector, the JV’s activities will go beyond 
the activities of any of the other entities that are part of Michelin or PSA.  
(13) Moreover, there are no strong sales or purchase re lations with the Parties as, 
although the […] the JV  is intended to supply FCSs or FCPUs to third parties […].7 
The Parties confirmed that the JV will deal with Michelin and PSA on an arm’s 
length basis .8 
(14) Further, the JV will have sufficient own staff, fin ancial resources and dedicated 
management for its operation and for the management of its portfolio and business 
interests. In particular, Michelin and Faurecia will both transfer intellectual property 
rights relating to fuel cell systems to the JV.9 
(15) Final ly, the JV is intended to operate on a lasting basis.10  
(16) Therefore, the Transaction will lead to the creation of a full -function joint venture 
within the meaning of Article 3(4) of the Merger Regulation.  
3. UNION DIMENSION  
(17) The undertakings concerned have a com bined aggregate worldwide turnover of more 
than EUR 5  000 million (PSA: EUR 74  027 million; Michelin 22  924 million; in 
2018).11 Each of them has a Union -wide turnover in excess of 250 million (PSA: 
[…]; Michelin […]), but they do not achieve more than two -thirds of their aggregate 
Union -wide turnover within one and the same Member State.  
(18) Therefore, the Transaction has a Union dimension pursuant to Article 1(2) of the 
Merger Regulation.  
4. RELEVANT MARKETS  
4.1. Introduction  
(19) Hydrogen electric vehicles, also named “f uel cell electric vehicles” (“FCEVs”),  use 
electricity to power an  electric motor. In contrast to other electric vehicles, FCEVs 
                                                 
7  Form CO, paragraphs 107 and 168 -171. 
8  Form CO, paragraphs 107 and 171; Notifying Parties’ responses to RFI 2, question 8.a), and RFI 3, 
questions 2 and 8.  
9  Schedule 5.1.3(a), 5.1.3(b) and 6.1 of the draft Investment Protocol. Form CO, Annex 9.  
10  Pursuant to Article 14.3 of the draft Shareholders’ Agreement, this agreement is entered into for an initial 
term of 25 years, tacitly renewable for successive 5 -year periods, unless terminated by written notice sent 
by any shareholder. Form CO, paragraph 107 and Annex 9.  
11  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
4 produce electricity using a fuel cell powered by hydrogen (rather than drawing 
electricity from a battery). During the vehicle design process, the vehicle 
manufacturer defines the power of the vehicle by determining the size of the fuel 
cell, and the amount of energy to be stored on board by the size of the fuel tank.  
These types of vehicles, which are currently sold in limited vo lumes in comparison 
to conventional vehicles,12 can be seen as a response to the need to reduce vehicle 
emissions and fuel consumption by replacing the vehicle’s internal combustion 
engine with an FCEV engine.  
(20) According to the Notifying Parties, a FCS is co mposed of two main elements ( i.e., 
combining various components): (i) the FCPU, which is itself composed of the fuel 
cell stack (acting like a battery by releasing electricity in a constant flow to power 
the vehicle’s electric motor and auxiliary electroni cs), the fuel cell supply units ( i.e., 
air loop, cooling loop and fuel loop) and the fuel cell electric and electronics ( e.g., 
electronic control unit, sensor, wiring, connectors and DC/DC converters); and (ii) 
the HSS, which is composed of a hydrogen tank , valves and a balance of plant.13 
(21) Once the FCS has been assembled, it is integrated into the vehicle together with the 
motor and the battery in order to power the vehicle.  
(22) In the present case, (i) the JV is active in the supply of FCSs and possibly FCPUs to 
be integrated in FCSs in the automotive sector,14 (ii) PSA, through Faurecia, is active 
as a supplier of HSSs in the automotive sector, and (iii) PSA is active in the 
manufacture and supply of passenger cars and LCVs, albeit not currently 
manufacturing o r supplying FCEVs.15,16  
4.2. Supply of FCSs  
4.2.1.  Product market definition  
(23) The Notifying Parties submit that the relevant market is the market for the supply of 
FCSs for the automotive sector. First, they distinguish FCSs from combustion and 
battery electric engines because of their technical characteristics, the manufacturing 
process, specific customer needs, barriers to entry and price differences.17 
                                                 
12  In January 2019, Ballard estimated that there were approximately 10,000 FCEVs worldwide compared to 
80 million car s sold each year globally, see Ballard, “Our countdown of the Top 5 Developments in the 
Hydrogen and Fuel Cell Industry in 2018”, https://blog.ballard.com/hydrogen -and-fuel-cell-indus try, 
Form CO, paragraph 151.  
13  Form CO, paragraph 162 and Annex 9 (Schedule 1(c) of the Memorandum of Understanding).  
14  According to the Notifying Parties, the JV might, […]. Form CO, paragraphs 36, 70 and 164. However, 
the Notifying Parties confirmed th at Michelin and PSA/Faurecia are not planning to become active in 
markets relating to FCSs for non -automotive purposes. Form CO, paragraph 172. Notifying Parties’ 
response to RFI 1, question 25. In light of the foregoing, the Commission considers that the Transaction 
does not give rise to an affected market in relation to the supply of FCSs and FCPUs for non -automotive 
sectors. It follows that the Commission will not discuss further the JV’s potential future activities in the 
supply of FCSs and FCPUs for no n-automotive sectors.  
15  Notifying Parties’ response to RFI 4, question 15.c); Notifying Parties’ response to RFI 5, question 2.  
16  The JV will also manufacture membranes (which are a component of a FCS). However, the JV will not 
sell these membranes on a standalone basis; rather it will integrate them into its FCSs or FCPUs. […]. 
Form CO, paragraphs 125, 167, 244 -256. For the purposes of the present case, the Commission will 
therefore not further discuss the JV’s activities in relation to membranes.  
17  Form CO, paragraphs 182 -187. 
 
5 (24) In particular, the Notifying Parties consider that other types of motorisation are not 
substitutable to FCSs either fr om a demand -side perspective (in particular because of 
price differences) or from a supply -side perspective (given the technical specificities 
of FCSs).18 
(25) Furthermore, the Notifying Parties submit that the JV will only sell entire FCSs but 
not individual co mponents.19 Therefore, according to the Notifying Parties, it is not 
relevant to define separate markets for entire FCSs and for FCS components.20 
(26) Finally, the Notifying Parties argue that a number of constraints that are specific to 
the automotive sector re quire to define a product market for FCSs limited to the 
automotive sector ( e.g., costs and cycle time, design, and safety, quality and 
regulatory requirements).21 
(27) The Commission has not yet examined the market for the supply of FCSs in prior 
decisions.  
(28) As regards a potential distinction between the supply of entire FCSs and of FCS 
components, the results of the market investigation are mixed. Respondents 
indicated that OEMs tend to purchase components in order to assemble FCSs 
themselves and for R&D purpose s,22 while FCS suppliers23 offer FCSs and/or 
components to their customers.24 
(29) As regards a potential distinction according to the sector in which FCSs are used, the 
results of the market investigation indicate that FCSs supplied for the automotive 
sectors may  also potentially be used for other applications and sectors ( e.g., 
stationary applications, construction equipment, forklifts, trains, ships, etc.).25 
However, the results of the market investigation were mixed as to whether suppliers 
of FCSs for the autom otive sector may easily switch to supplying FCSs for other 
sectors.26 
(30) In light of the above, for the purposes of the present decision, the Commission 
considers that it can be left open whether the market for the supply of FCSs may be 
further segmented accor ding to (i) a distinction between entire systems and 
components or (ii) the sector in which FCSs may be used since the Transaction does 
not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement, under  any plausible product market definition.  
                                                 
18  Form CO, paragraphs 215 -217. 
19  According to the Notifying Parties, the value created by the JV lies in its know -how related to the 
assembly stage. Form CO, paragraphs 176 -177. 
20  Form CO, paragraphs 218 -222. 
21  Form CO, paragr aphs 188 -189. 
22  Responses to questionnaire Q3 to car manufacturers, questions 4.1 and 4.2.  
23  There is a large number of suppliers of FCSs active both worldwide and in the EEA, including for 
example, Ballard, Bosch / Powercell,  Hyundai, Plug Power, Horizon FC and Toyota (Form CO, 
paragraph  240).  
24  Responses to questionnaire Q2 to FCPU and FCS suppliers, question 4.  
25  Responses to questionnaire Q3 to car manufacturers, questions 4.3 and 4.3.1. Responses to questionnaire 
Q2 to FCPU and FCS suppliers,  questions 6, 6.1 and 7.  
26  Responses to questionnaire Q2 to FCPU and FCS suppliers, questions 8 and 8.1 (i n terms of technical 
difficulties and investments required) . 
 
6 4.2.2.  Geographic market definition  
(31) The Notifying Parties submit that the relevant geographic market is world -wide or 
EEA -wide.  
(32) The results of the market investigation suggest that the scope of the geographic 
market for t he supply of FCSs is worldwide. Indeed, respondents indicated that FCS 
suppliers operate, and FCS customers mainly purchase, at the global level.27 
(33) In light of the above, for the purposes of the present decision, the Commission 
considers that it can be left  open whether the geographic market is global or EEA -
wide, as the Transaction does not give rise to serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement, under any 
plausible geographic market definition.  
4.3. Supply of FCPUs  
4.3.1.  Product market definition  
(34) According to the Notifying Parties, while the JV will mainly supply FCSs, it may also 
supply FCPUs to be integrated into FCSs, depending on its customers’ needs.28 
(35) The Notifying Parties submit that the relevant market is the market for the supply of 
FCPUs to be integrated into FCSs for the automotive sector. The Notifying Parties 
refer to the same arguments as those developed in relation to FCSs (paragraphs (23) 
and (24)). They also consider that it is not releva nt to define a separate market for 
entire FCPUs and for FCPU components.29 Further, the Notifying Parties submit that 
the market for the supply of FCPUs to be integrated into FCSs should be limited to 
the automotive sector for the same reasons as those desc ribed in relation to FCSs 
(paragraph (26)).30 
(36) The Commission has not yet examined the market for the supply of FCPUs in prior 
decisions.  
(37) The results of the market investigation are the same as those described in relation to 
FCSs (paragraphs (28)) and (29)). 
(38) In light of the above, for the purposes of  the present decision, the Commission 
considers that it can be left open whether the market for the supply of FCPUs may be 
further segmented according to (i) a distinction between entire systems and 
components or (ii) the sector in which FCPUs may be used since the Transaction 
does not raise serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement, under any plausible product market definition.  
4.3.2.  Geographic market definition  
(39) The Notifying Parties submit that the relevant geographic market is world -wide or 
EEA -wide.  
                                                 
27  Responses to questionnaire Q2 to FCPU and FCS suppliers, questions 9 and 10.  
28  Form CO, paragraph 192.  
29  Form CO, paragraphs 218-222. 
30  Form CO, paragraphs 188 -189. 
 
7 (40) The results of the market investigation indicate that the geographic market for the 
supply of FCPUs is world -wide. Indeed, respondents indicated that FCPU suppliers 
operate, and FCPU customers mainly pu rchase, at the global level.31 
(41) In light of the above, for the purposes of the present decision, the Commission 
considers that it can be left open whether the geographic market is global or EEA -
wide, as the Transaction does not give rise to serious doubts as  to its compatibility 
with the internal market or the functioning of the EEA Agreement, under any 
plausible geographic market definition.  
4.4. Supply of HSSs  
4.4.1.  Product market definition  
(42) The Notifying Parties submit that the relevant market is the market for the supply of 
HSSs for the automotive sector. They argue that HSSs present certain characteristics 
(due to their specific technical features32), require specific knowledge (in particular 
regarding a specific design to enable incorporation in vehicles) and fulfi l specific 
customer needs (HSSs cannot be used be for other types of storage).33 
(43) Further, the Notifying Parties consider that it is not relevant to define a separate 
market for entire HSSs and for HSS components.34 As with FCSs and FCPUs, the JV 
will not sel l individual HSS components and will not acquire individual components 
from HSS suppliers (including, but not limited to, Faurecia).  
(44) The Commission has not yet examined the market for the supply of HSSs in prior 
decisions.  
(45) As regards a potential distinctio n between the supply of entire HSSs and of HSS 
components, the results of the market investigation are inconclusive. The only 
respondent to the market investigation indicated that it supplies both entire HSSs and 
HSS components. While the majority of its c ustomers purchase entire HSSs, 
components are typically sold for R&D purposes (they represent lower volumes than 
sales of entire HSSs). However, this respondent also explained that most of its 
production is dedicated to light mobility, with level of energy  stored that do not fit 
with automotive industry requirements. As a result, the respondent sells only 
components to the automotive industry, which mostly uses them for R&D 
purposes.35 
(46) As regards a potential distinction according to the sector in which HSSs are used, the 
respondent to the market investigation indicated that HSSs might be used in other 
sectors ( e.g., aeronautical applications, drones and light vehicles).36 
(47) In light of the above, for the purposes of the present decision, the Commission 
considers  that it can be left open whether the market for the supply of HSSs may be 
                                                 
31  Responses to questionnaire Q2 to FCPU and FCS suppliers, questions 9 and 10.  
32  The Notifying Parties explain that the compression method and the tank resistance are of p rime 
importance and require a high level of technicality, notably because hydrogen is difficult to store (very 
low volumetric energy density).  
33  Form CO, paragraphs 197 -199. 
34  Form CO, paragraph 202.  
35  Responses to questionnaire Q1 to HSS suppliers, qu estions 4 -7. 
36  Responses to questionnaire Q1 to HSS suppliers, questions 7 and 7.1.  
 
8 further segmented according to (i) a distinction between entire systems and 
components or (ii) the sector in which HSSs may be used. In any event, the precise 
scope of the relevant product market can be left open, as the Transaction does not 
raise serious doubts as to its compatibility with the internal market or the functioning 
of the EEA Agreement, under any plausible product market definition.  
4.4.2.  Geographic market definition  
(48) The Noti fying Parties submit that the relevant geographic market is world -wide or 
EEA -wide.  
(49) The results of the market investigation show that, while HSS suppliers operate at a 
worldwide level, HSSs are mainly purchased at an EEA -wide level.37  
(50) Therefore, the Commis sion considers that the scope of the geographic market for the 
supply of HSSs could be world -wide or EEA -wide.  
(51) In light of the above, for the purposes of the present decision, the Commission 
considers that it can be left open whether the geographic market is global or EEA -
wide, as the Transaction does not give rise to serious doubts as to its compatibility 
with the internal market or the functioning of the EEA Agreement, under any 
plausible geographic market definition.  
4.5. Manufacture and supply of passenger c ars and LCVs  
4.5.1.  Product market definition  
(52) In prior decisions, the Commission has defined separate markets for the manufacture 
and supply of passenger cars on the one hand, and commercial vehicles on the other 
hand.38 The Notifying Parties do not offer any view s on such a segmentation.  
(53) Within the passenger car market, the Commission has previously defined separate 
product markets for (i) mini cars, (ii) small cars, (iii) medium cars (iv) large cars, (v) 
executive cars, (vi) luxury cars (vii) sport cars, (viii) s port utility vehicles ("SUVs") 
and (ix) multipurpose vehicles.39  
(54) In Peugeot/Opel , the Commission investigated whether electric cars constitute a 
separate product market and whether this possible market should be further 
segmented according to (i) technolog y (electric battery cars and hybrid cars) or (ii) 
                                                 
37  Responses to questionnaire Q1 to HSS suppliers, questions 9 and 10.  
38  Commission decisions of 5 July 2017 in case M.8449 – Peugeot/Opel , paragraph 6; of 24  July 2009 i n 
case M.5518 – Fiat/Chrysler , paragraph 12; of 25 September 2008 in case M.5219 – VWAG/OFH/VWGI , 
paragraphs 9 and 12, of 22 July 2002 in case M.2382 – General Motors/Daewoo Motors , paragraphs 13 -
14; of 12 May 1999 in case M.1519 – Renault/Nissan ; . 
39  Commission decisions of 5 July 2017 in case M.8449 – Peugeot/Opel , paragraph 11; of 7 November 2018 
in case M.8744 – Daimler/BMW/Car Sharing JV , paragraphs 77 and 81; of 19 December 2011 in case 
M.6403 – Volkswagen/KPI Polska/Skoda Auto Polska/VW Bank Pols ka VW Leasing Polska , paragraph 
18; of 24 July 2009 in case M.5518 – Fiat/Chrysler , paragraphs 12 -14; of 23 July 2008 in case M.5250 – 
Porsche/Volkswagen , paragraph 18; of 25 September 2008 in case M.5219 – VWAG/OFH/VWGI , 
paragraphs 8 -9. 
 
9 the categories defined for vehicles with combustion engines (paragraph  (53)). 
However, the Commission ultimately left the market definition open.40 
(55) The Notifying Parties do not offer any views on a potential segmentation of the 
market for the manufacture and supply of passenger cars. However, they submit that 
this transaction only concerns the su pply of FCSs (or FCPUs) to OEMs for the sole 
purpose of equipping FCEVs that the latter may manufacture and supply. In this 
context, the Notifying Parties submit that FCEVs may be part of a distinct relevant 
market because they require specific designs, us e specific technologies, require 
specific refuelling stations and are more expensive to manufacture (and to buy) than 
other vehicles.41 
(56) The results of the market investigation to depart from the Commission’s previous 
decisions as regards a segmentation of t he passenger car market by category of 
vehicles. In addition, with specific regard to electric vehicles, while a majority of the 
respondents considered that FCEVs, battery electric cars and hybrid cars may belong 
to the same relevant market, the results we re mixed as to a potential further 
segmentation by technology ( i.e., FCEVs, battery electric vehicles and hybrid 
vehicles).42 
(57) Within the LCV market, the Commission has considered in previous decisions but 
ultimately left open whether to further segment LCVs  into vehicles (i) up to 3.5 tons 
and (ii) between 3.5 -6 tons.43 The Notifying Parties did not provide their views on 
this potential segmentation.  
(58) The results of the market investigation did not provide any reasons that would 
require using another analytica l framework than the one used in the Commission’s 
previous decisions.  
(59) In light of the above, the Commission considers that it can be left open whether the 
market for the manufacture and supply of passenger cars and LCVs, encompassing 
all types of engines, could be further segmented on the basis of categories of 
vehicles, as the Transaction does not raise serious doubts as to its compatibility with 
the internal market or the functioning of the EEA Agreement under any plausible 
product market definition. For the same reason, the Commission considers that it can 
be left open whether a potential market for electric vehicles could be further 
segmented by (i) technology, i.e., FCEV alongside battery electric and hybrid 
vehicles, or (ii) categories of vehicles.  
4.5.2.  Geographic market definition  
(60) The Notifying Parties do not offer any views as to the geographic market definition.  
                                                 
40  Commission deci sion of 5 July 2017 in case M.8449 – Peugeot/Opel , paragraphs 14 -16; of 7 November 
2018 in case M.8744 – Daimler/BMW/Car Sharing JV , paragraph 77.  
41  Form CO, paragraphs 225 -226. 
42  Responses to questionnaire Q3 to car manufacturers, questions 6 -9. 
43  Comm ission decision of 5 July 2017 in case M.8449 – Peugeot/Opel , paragraphs 21 and 27.  
 
10 (61) In previous decisions, the Commission has ultimately left open whether the 
geographic scope of the market(s) for manufacturing and supply of passenger cars 
and LCVs (or any sub -segmentations thereof) is EEA -wide or national in scope.44 
(62) The results of the market investigation indicate that suppliers of electric vehicles 
(including FCEVs, battery electric vehicles and hybrid vehicles) mainly opera te at 
EEA level.45 Respondents also stressed that taxation and/or subsidies vary at national 
level within the EEA, such that national retail prices for FCEVs, battery electric 
vehicles and hybrid vehicles may also vary.46 Therefore, it cannot be excluded tha t 
the potential market for the supply of electric vehicles be national.  
(63) In light of the above, the Commission considers that the market(s) for the supply of 
passenger cars and LCVs (or any sub -segmentations thereof) could be EEA -wide or 
national, but that,  for the purposes of this decision, the exact geographic market 
definition can be left open, as the Transaction does not give rise to serious doubts as 
to its compatibility with the internal market or the functioning of the EEA 
Agreement, under any plausib le geographic market definition.  
5. COMPETITIVE ASSESSMEN T 
5.1. Affected markets  
(64) The Transaction does not give rise to horizontally affected markets, as there is no 
horizontal overlaps between the business activities of PSA and the JV on the one 
hand, and Michelin  and the JV on the other. Indeed, neither Faurecia/PSA nor 
Michelin will be active in the assembly and supply of FCSs or FCPUs.  
(65) PSA and the JV will be active at different levels of the fuel cell automotive sector: 
(i) PSA, through Faurecia is active in th e supply of HSSs, (ii) the JV is active in the 
supply of FCSs and FCPUs, and (iii) PSA is active in the manufacture and supply of 
passenger cars and LCVs (albeit not currently manufacturing or supplying FCEVs).  
(66) The Transaction thus gives rise to (i) a pote ntial vertical relationship between 
Faurecia’s upstream activities in the supply of HSSs and the JV’s downstream 
activities in the supply of FCSs and FCPUs, and (ii) a vertical relationship between 
the JV’s upstream activities in the supply of FCSs and FCP Us and PSA’s 
downstream activities in the manufacture and supply of passenger cars and LCVs.47 
5.1.1.  Vertical relationship with regard to the supply of HSSs to suppliers of FCSs  
(67) On the upstream market for the supply of HSSs, the Notifying Parties submit that 
Faurecia’s market share was [0-5]% in 2018, and is expected to remain so until 
                                                 
44  Commission decision of 5 July 2017 in case M.8449 – Peugeot/Opel , paragraph 25; Commission decision 
of 24 July 2009 in case M.5518 – Fiat/Chrysler , paragraph 20; Commiss ion decision of 8 April 2008 in 
case M.5061 – Renault/Russian Technologies/Avtovaz, paragraphs 13 -14. 
45    Responses to questionnaire Q3 to car manufacturers, question 12.  
46  Responses to questionnaire Q3 to car manufacturers, questions 13 and 14.  
47  In the following sections, the Commission will analyse the potential vertical relationship between the JV’s 
upstream activities and PSA’s downstream activities with regard to both FCSs and FCPUs in one section, 
as the competitive analysis remains the same with regard to both products.  
 
11 2020. Faurecia’s market share may slightly increase in […] but should remain below 
5% under any plausible geographic market definition.48 
(68) With regard to the downstream markets for th e supply of FCSs, Symbio supplied 
[…] FCSs to […] in 2018, corresponding to a EUR […] revenue. In view of this low 
revenue figure, the Notifying Parties submit that the JV’s market share in 2018 was 
below 5% under any plausible geographic market definition . In addition, the Parties 
anticipate that between 2019 and 2021, the JV will sell FCSs or FCPUs to […] as 
per the existing contract between Symbio and […] regarding the delivery of […] 
FCSs for pre -series test vehicles.49 Therefore, its market share will r emain below 5% 
at least […]. 
(69) In view of the negligible market shares of both Faurecia and the JV on their 
respective markets, the Transaction will not give rise to a vertically affected market 
within the meaning of Section 6.3 of Annex I of Commission Regu lation 
No 802/2004.50 Therefore, for the purposes of the present decision, the Commission 
will not discuss further the potential vertical relationship between Faurecia and the 
JV with regard to the supply of HSSs to suppliers of FCSs.  
5.1.2.  Vertical relationship with regard to the supply of FCSs and FCPUs to car 
manufacturers  
(70) As explained above, the Transaction gives rise to a vertical relationship between the 
JV’s upstream activities in the supply of FCSs and FCPUs and PSA’s downstream 
activities in the manufactu re and supply of passenger cars and LCVs.  
(71) PSA does not currently manufacture and supply FCEVs. According to the Notifying 
Parties, in view of the expected future development of hydrogen mobility, PSA 
intends to develop FCEVs and has made some investments i n terms of resources and 
facilities. […].51 
(72) As explained at paragraph (68), the JV has a limited presence in the upstream market 
for the supply of FCSs (and FCPUs) (below 5%) both EEA -wide and worldwide in 
2018.  
(73) With regard to the manufacture and supply of passenger cars and LCVs (including 
combustion and electric engines) at b oth EEA and national levels, PSA's 2018 
market shares (by volume) were in excess of 30% in the following plausible 
markets:52 
 
                                                 
48  Form CO, paragraphs 288 -293. […]. Therefore, with a [0-5]% market share in 2018 and 2019, the 
Notifying Parties do not anticipate that Faurecia’s market power in the market for the supply of HSS 
would be substantial in the short  term.  
49  Form CO, paragraphs 268 -287. 
50  Commission Regulation (EC) No 802/2004 of 21 April 2004 implementing Council Regulation (EC) No 
139/2004 on the control of concentrations between unde rtakings, OJ L 133, 30.4.2004, p. 1. 
51  Form CO, paragraphs 318 -322. […]. Notifying Parties’ response to RFI 4, question 11.  
52  Form CO, paragraphs 294 -296 and Annex 18, Table 1 -1; Notifying Parties’ response to RFI 4, question 
15.a). The Notifying Parties noted that should a market for combustion engines ( i.e., excluding electric 
vehicles) be considered, PSA’s market shares would not diverge substantially from these market shares 
(because of the very limited weight of electric vehicles in PSA’s total sales – in 2018, PSA only sold […] 
electric vehicles worldwi de). Form CO, paragraphs 296 and 300.  
 
12 Table 1 – PSA’s market shares (by volume) for the manufacture and supply of passenger cars and LCVs 
(2018)  
Passenger cars  Mini car s Netherlands  [30-40]% 
Small cars  Denmark  [30-40]%  
France  [30-40]%  
Larger cars  Croatia  [30-40]%  
SUVs  France  [30-40]%  
Multipurpose vehicles  Estonia  [40-50]% 
France  [30-40]%  
Greece  [30-40]%  
Latvia  [30-40]%  
Slovakia  [30-40]%  
LCVs  Croatia  [30-40]%  
Estonia  [30-40]%  
France  [30-40]%  
Portugal  [30-40]%  
Slovakia  [30-40]%  
Spain  [30-40]%  
Source: HIS June 2019, Form CO, Annex 18, Table 1 -1.  
(74) With specific regard to the manufacture and supply of electric vehicles, PSA does 
not hold  market shares of 30% or above in the overall market or in any possible 
segmentations according to (i) technology or (ii) categories of vehicles, under any 
plausible geographic market definition.  
(75) According to the information provided by the Notifying Parti es, PSA’s EEA -wide 
and world -wide market share for the supply of electric vehicles in 2018 was [0-
5]%.53,54 In addition, in the narrowest possible market for the manufacture and 
supply of FCEVs, the Notifying Parties submit that PSA’s market share is current ly 
null, and expects that its market share will remain below 5% until at least […], under 
any plausible geographic market definition.55 Furthermore, the Notifying Parties 
confirm that PSA does not hold market shares of 30% or above any possible 
segmentation  of the potential markets for the manufacture and supply of electric 
vehicles or of FCEVs (based on categories of vehicles), whatever the geographic 
dimension of the market ( i.e., including at the national level).56 
                                                 
53  Corresponding to [0-5]% for the supply of battery electric vehicles and less than [0-5]% for the supply of 
hybrid vehicles.  
54  The Notifying Parties submit that these market shares are calculated based on an EEA -wide total market 
and the worldwide volumes sold by PSA. Therefore, PSA’s market shares may be overestimated. Form 
CO, paragraph 297 and Annex 18, Table 1 -2; Notifying Parties’ response to RFI 4, question 15.a).  
55  Form CO, paragraphs 297 -298 and Annex 18, Ta ble 1 -2; Notifying Parties’ response to RFI 4, question 
15.a).  
56  Form CO, Annex 18, Table 1 -2; Notifying Parties’ response to RFI 4, question 15.a).  
 
13 (76) Finally, the Notifying Parties submit that to the best of their knowledge, PSA does 
not hold market shares of 30% or above in any other types of vehicles that may 
potentially use FCSs ( e.g., trucks or buses).57 
(77) In light of the above, the Commission concludes that the possible markets for 
manufa cture and supply of (i) mini cars in the Netherlands, (ii) small cars in 
Denmark and France, (iii) large cars in Croatia, (iv) SUVs in France, 
(v) multipurpose vehicles in Estonia, France, Greece, Latvia and Slovakia, and (vi) 
LCVs in Croatia, Estonia, Fra nce, Portugal, Slovakia and Spain, are vertically 
affected with regard to the supply of FCSs.  
5.2. Customer foreclosure  
(78) As indicated at paragraph (77), PSA is active in the downstream markets for 
manufacture and supply of (i) mini cars in the Netherlands, (ii) small cars in 
Denmark and France, (iii) large cars in Croatia, (iv) SUVs in France, (v) 
multipurpose vehicles in Estonia, France, Greece, Latvia and Slovakia, and (vi) 
LCVs in Croatia, Estonia, France, Portugal, Slovakia and Spain (encompassing all 
types o f engines, including FCEVs), where it has a market share above 30%. Symbio 
is active in the upstream markets for the supply of FCSs and FCPUs, both designed 
for FCEVs.  
(79) The Commission has therefore assessed the risk of non-coordinated effects with 
regard to  the vertical relationship between the JV’s activities in the upstream 
markets, and PSA’s activities in the vertically affected downstream markets.  
(80) Vertical non -coordinated effects may principally arise when non -horizontal 
concentrations give rise to forec losure.58 
(81) Input foreclosure arises where, post -merger, the new entity is likely to raise the costs 
of downstream rivals by restricting their access to an important input.59 However, in 
view of the JV’s negligible market share on the upstream markets for the supply of 
FCSs and FCPUs, the Commission considers that the present case does not raise any 
input foreclosure concerns.60 
(82) Customer foreclosure may occur where a supplier integrates with an important 
customer in the downstream market, thereby restricting ups tream rivals’ access to a 
sufficiently large customer base.61 For customer foreclosure to be a concern, a 
vertical merger must involve an important customer with a significant degree of 
market power in the downstream market. If, on the contrary, there is a sufficiently 
large customer base, at present or in the future, that is likely to turn to independent 
suppliers, the Commission is unlikely to raise competition concerns on that ground.62 
                                                 
57  Form CO, paragraph 301; Notifying Parties’ response to RFI 4, questions 15.a) and b).  
58  Guidelines on  the assessment of non -horizontal mergers under the Council Regulation on the control of 
concentrations between undertakings, OJ C 265, 18.10.2008 (“Non -Horizontal Merger Guidelines”),  
paragraph 18.  
59  Non-Horizontal Merger Guidelines, paragraph 30.  
60  Indeed, for input foreclosure to be a concern, the merged entity must have a significant degree of market 
power in the upstream market.  Non-Horizontal Merger Guidelines, paragraph 5.  
61  Non-Horizontal Merger Guidelines, paragraphs 30 and 58.  
62 Non-Horizontal Merger Guidelines, paragraph 61.  
 
14 (83) The Notifying Parties submit that the vertical relationship between th e JV and PSA 
is very limited, notably in view of PSA’s and the JV’s current market shares on their 
respective markets (section 5.1.2.). Moreover, PSA is not currently manufacturing or 
supplying any FCEVs, and is not currently active in the hydrogen mobilit y sector. 
However, PSA intends to develop FCEVs. In this context, PSA has initiated 
negotiations with potential FCSs suppliers including for example the JV, Plug Power 
and Bosch.63  
(84) The Notifying Parties also submit that the JV will in any event aim at sell ing its 
FCSs to any original equipment manufacturers (“OEMs”) ( i.e., including but not 
limited to PSA) on a non -exclusive basis.64  
(85) Finally, the Notifying Parties argue that the FCSs supplied by the JV are only 
suitable for FCEVs, which PSA does not current ly supply.65 
(86) At present, passenger cars and LCVs are mostly composed of vehicles equipped with 
combustion engines, with a very small minority of electric cars.66 The number of 
FCEVs is even more limited67 and PSA does not currently manufacture or supply 
any F CEVs, which is the only type of car equipped with FCSs and  FCPUs . As a 
result, even if markets for passenger cars and LCVs encompassing all types of 
engines were considered, PSA could not be deemed to constitute an important 
customer of FCSs and FCPUs with in the meaning of the Non -Horizontal Merger 
Guidelines with a significant degree of market power given its current lack of 
activity in FCEVs.  
(87) In fact , a large number of alternative passenger car and LCV manufacturers are 
active both in the EEA and at natio nal levels. All of these car manufacturers already 
compete effectively with PSA and would constitute sufficient credible alternative 
sources of demand for FCSs and FCPUs. In addition, the results of the market 
investigation did not raise any concerns with regard to the impact of the Transaction 
on the business of rival suppliers of FCSs and FCPUs, or the intensity of competition 
in the markets for the supply of FCSs and FCPUs even if PSA were to source all 
their FCSs and FCPUs from the JV. The results of th e market investigation indicate 
that, in the future, the JV will be an additional credible supplier of FCSs and FCPUs 
whose market activity may rather have positive effects in terms of market 
competitiveness.68 
(88) The Commission therefore considers that, despite having market shares above 30% 
in the possible markets listed at paragraph (77), PSA will lack the ability to engage 
                                                 
63  Form CO, paragraphs 317 -322; Notifying Parties’ response to RFI 2, questions 5 and 6.b).  
64  Form CO, paragraph 323.  
65  Form CO, paragraph 324.  
66  Notifying Parties’ response to RFI 4, question 15.a). Electrically -chargea ble vehicles (including battery 
electric vehicles, extended -range electric vehicles, fuel cell electric vehicles and plug -in hybrid electric 
vehicles) accounted for only 2.4% and hybrid vehicles (including full and mild hybrids) for 4.9% of total 
new cars sales across the EU throughout 2018, see European Automobile Manufacturers Association, 
Economic and Market Report: EU Automotive Industry First half of 2019, 20 September 2019, 
https://www.acea.be/statistics/article/economic -and-market -report -state-ofthe - eu-auto-industry -full-year-
2018 . 
67  In January 201 9, Ballard estimated that there were approximately 10,000 FCEVs worldwide, see Ballard, 
“Our countdown of the Top 5 Developments in the Hydrogen and Fuel Cell Industry in 2018”, 
https ://blog.ballard.com/hydrogen -and-fuel-cell-industry , Form CO, paragraph 151.  
68  Responses to questionnaire Q2 to FCP U and FCS suppliers , question s 15 and 16 . 
 
15 in any customer foreclosure strategies with regards to suppliers of FCSs and FCPUs 
competi ng with the JV, since it does not have a sufficient degree of market power in 
any of the possible downstream markets.  
5.3. Conclusion  
(89) In light of the foregoing, the Commission concludes that the Transaction does not 
raise serious doubts as to its compatibility  with the internal market or the functioning 
of the EEA Agreement in the (potential) markets for the supply of FCSs and  FCPUs , 
in the EEA or worldwide.  
6. CONCLUSION  
(90) For the above reasons, the European Commission has decided not to oppose the 
notified operati on and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.  
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Member of the Commission