EN
C 192/54
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Official Journal of the European Union
11.5.2022
None of the parties to the concentration are active in markets upstream or downstream of each other.
If the concentration fulfils the criteria of point 5(c) of the Notice on Simplified Procedure, Sections 8, 9 and 11 below do not need to be completed.
AND/OR (d)
Point 5(d) of the Notice on Simplified Procedure ☐
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Two or more undertakings merge, or one or more undertakings acquire sole or joint control of another undertaking and the conditions set out in points 5(d)(i) and 5(d)(ii) of the Notice on Simplified Procedure are fulfilled under all plausible market definitions (1).
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The combined market shares of all the parties to the concentration that are engaged in business activities in the same product and geographic market (horizontal overlaps) meet at least one of the following conditions: — ☐ are lower than 20 %; — ☐ are lower than 50 % and the increment (delta) of the Herfindahl-Hirschman Index (HHI) resulting from the concentration on these markets is below 150 (2).
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The individual and combined market shares of all the parties to the concentration that are engaged in business activities in a product market which is upstream or downstream from a product market in which any other party to the concentration is engaged (vertical relationships) meet at least one of the following conditions: — ☐ are lower than 30 % upstream and downstream; — ☐ are lower than 30 % in the upstream market and the purchasing share of the downstream entity of the upstream input is lower than 30 %;
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are lower than 50 % on both the upstream and downstream markets, the increment (delta) of the HHI resulting from the concentration is below 150 on both the upstream and downstream markets and the smaller undertaking in terms of market shares is the same in the upstream and downstream markets (3).
(1) The thresholds for horizontal overlaps and vertical relationships apply to any plausible alternative product and geographic market definition that may have to be considered in a given case.
It is important that the underlying market definitions set out in the notification are precise enough to justify the assessment that these thresholds are not met, and that all plausible alternative market definitions that may have to be considered are mentioned (including geographic markets narrower than national).
(2) The HHI is calculated by summing the squares of the individual market shares of all the firms in the market: see Commission guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings (OJ C 31, 5.2.2004, p. 5), point 16.
However, in order to calculate the HHI delta resulting from the concentration, it is sufficient to subtract from the square of the sum of the market shares of the parties to the concentration (in other words, the square of the merged entity’s market share post-concentration) the sum of the squares of the parties’ individual market shares (since the market shares of all other competitors in the market remain unchanged and thus do not influence the result of the equation).
(3) This category aims to capture small increments to a pre-existing vertical integration.
For example, Company A, active upstream and downstream with market shares of 45 % on both markets acquires Company B active upstream and downstream with a market share of 0.5 %.
This category does not capture situations in which the party with the smallest market share is not the same upstream and downstream, even if market shares are below 50 % and the HHI delta is below 150.
For example, it does not capture the following situation: Company A active upstream with a market share of 45 % and downstream with a market share of 0.5 % acquires Company B active upstream with a market share of 0.5 % and downstream with a combined market share of 45 %.
AND/OR (e)
Point 5(e) of the Notice on Simplified Procedure ☐
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The notifying party acquires sole control of an undertaking over which it already has joint control.