CELEX: 32013M7005
Language: en
Date: 2013-11-29 00:00:00
Title: Commission Decision of 29/11/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.7005 - SCHNEIDER ELECTRIC / INVENSYS) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

                                        Brussels, 29.11.2013
                                        C(2013) 8657 final

                                        |In the published version of this decision, some information |           |Public version                                                 |
|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|omitted has been replaced by ranges of figures or a general |           |                                                               |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.                                                |           |                                                               |
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|                                                            |           |MERGER PROCEDURE                                               |
|                                                            |           |ARTICLE 6(1)(b) DECISION                                       |

|                                                                       |To the notifying party                                                 |

Dear Sir/Madam,

Subject:    Case No COMP/M.7005 – Schneider Electric/ Invensys
         Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1]

 1) On 24 October 2013, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council  Regulation
    (EC) No 139/2004 by which Schneider Electric S.A. ("Schneider Electric", France) acquires  sole  control  of  the  whole  of  Invensys  plc.
    ("Invensys", United Kingdom) by way of public bid announced on 31 July 2013.[2] Schneider Electric is referred to as the  "Notifying  Party"
    and jointly with Invensys as the "Parties".

       THE PARTIES AND THE CONCENTRATION

 2) Schneider Electric is the holding company of an international group of companies that design, manufacture and sell products and  systems  in
    energy management, electrical distribution, industrial control and automation.

 3) Invensys operates world-wide in the electronics and engineering areas with  products  such  as:  automation  solutions,  factory  automation
    products and equipment, power control products as well as controls and control systems for buildings.

 4) The transaction is a public bid by Schneider Electric to acquire 100% of the share capital in Invensys, which  constitutes  a  concentration
    within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

 5) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5,000 million[3] (Schneider Electric:  EUR  23,946
    million; Invensys: EUR 2,186 million). Each of them has an EU-wide turnover in excess of EUR  250  million  (Schneider  Electric:  EUR  […];
    Invensys: EUR […]), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same  Member  State.
    The notified operation therefore has an EU dimension pursuant to Article 1(2) of the Merger Regulation.

       COMPETITIVE ASSESSMENT

1 Relevant markets

1 Relevant product markets

 6) The activities of the Parties overlap primarily with respect to automation and control of  machines,  manufacturing  plants  and  industrial
    sites, in particular with regard to Human Machine Interface ("HMI") software, graphic operator panels, and process safety systems.

1 Automation and control

 7) The Notifying Party submits that the automation and control industry provides solutions for sensing,  monitoring,  supervising,  controlling
    and automating objects, machines, industrial processes or systems, as well as infrastructures. The  various  components  of  automation  and
    control systems can be grouped into different levels of automation hierarchy. Although the precise delineation and number of  the  hierarchy
    levels vary between the Commission's past decisional practice and some  of  the  market  studies  submitted  by  the  Parties[4],  the  main
    categories can be described as follows: (i) drives and sensors located throughout the manufacturing facility (level 1 or field level),  (ii)
    computers controlling the production process and systems enabling the operational personnel to  interact  with  the  automated  plant  floor
    (level 2 or automation control level), (iii) integrated solutions for  controlling  and  monitoring  the  production  process,  quality  and
    logistics of a plant (level 3 or management level) and (iv) products which facilitate information flow between all business functions inside
    the enterprise and the management of resources involved in the production process (level 4 or enterprise level).

 8) The Notifying Party accepts that while some automation and control products (e.g. the equipment belonging to level 1, described  in  recital
    (7) above) may be adapted in some way for application in certain sectors, there is a considerable commonality in their  function  and  basic
    design irrespective of the sector in which the end-user of these products is active (for instance pharmaceuticals, automotive, oil  and  gas
    etc.).[5] In previous decisions, the Commission, while leaving the  market  definition  open  and  noting  the  specificity  of  electricity
    industry, decided to analyse the control equipment without differentiating between  end-user  sectors.[6]  The  responses  obtained  in  the
    context of the market investigation conducted in the present case do not allow a conclusion as to whether segmentation according to the end-
    user should be made.[7]

 9) The Notifying Party also states that automation and control technology has evolved in two categories targeted  at  two  different  types  of
    industries: process industries and discrete industries.[8] Process industries are manufacturing environments  in  which  raw  materials  are
    processed and/or transformed following a continuous process. Examples of these include inter alia: petrochemicals, refining, electric power,
    oil and gas, water, pulp and paper or mining. Automation and control in these industries requires continuous, uninterrupted control  and  is
    focused on limiting downtime and maintaining control of potentially very dangerous processes. On the other hand, discrete industries involve
    production or processing of a countable number of individual pieces or products.  Automotive,  aerospace,  machine  tools,  electronics  and
    textiles are examples of discrete industries. Automation and control in these industries requires fast moving, repetitive control functions.

10) The Commission has previously referred specifically to control  equipment  used  in  continuous  or  batch  production  processes,  such  as
    petrochemical, power generation, chemicals, etc.[9] However it has not determined whether process and discrete automation and control should
    be considered as separate product markets.

11) The Notifying Party is of the opinion that no distinction should be made between these three  types  of  automation  and  control  (process,
    discrete, hybrid). Instead, the relevant market should comprise all automation and control products. To support  this  view,  the  Notifying
    Party argues that major players in the market are active in all types of automation and control, while customers very  often  ask  for  both
    discrete and process automation and control products.

12) It appears from the information collected during the market investigation that the big players in the  automation  and  control  sector  are
    indeed active at the same time in process, discrete and hybrid industries.[10] On the other hand, the responses obtained in the  context  of
    the market investigation do not allow a conclusion as to whether, for a supplier of automation and control products, switching from  process
    to discrete industry (or vice versa) would require significant time or investment.[11]

13) As for another potential segmentation, the Notifying Party argues that  within  automation  and  control  products,  the  various  types  of
    automation and control software (such as HMI software, product life cycle management software, etc.) together belong to  the  same  relevant
    market, since a number of suppliers offer a significant range of such software. From the market investigation, the Commission notes that the
    main suppliers active in the automation and control sector also provide various types of automation and control software,  even  though  not
    all of them can offer a wide range.[12]

14) Irrespective of whether the relevant market encompasses all automation and control products (including hardware and software) or is  limited
    to all automation and control software, the proposed transaction would not lead to any affected markets. Moreover, since Schneider  Electric
    is focused on discrete industries, while Invensys is mainly active in process industries, there would be no or very limited overlap  between
    the Parties' activities if the relevant market were to be defined more narrowly on the basis of segments for discrete and process automation
    and control products.

15) Thus the exact delineation of the relevant market can be left open as the notified operation  does  not  raise  serious  doubts  as  to  its
    compatibility with the internal market under any possible market definition.

2 HMI software

16) The Notifying Party submits that HMI software assists operators in managing control machinery for industries and processes via  a  computer-
    based graphical user interface. HMI software would belong to level 2 in the hierarchy of automation and control systems described at recital
    (7) above. Previously, the Commission, while leaving the market definition open, has considered a separate market for HMI software solutions
    (i.e. software and professional services associated with the software). It has also analysed a potential narrower segment  of  HMI  software
    only.[13] The Notifying Party however argues that no distinction should be made between HMI software and HMI software solutions  since  most
    suppliers offer both.

17) The majority of the customers that responded to the Commission's market investigation consider that various types of software  belonging  to
    level 2 of the automation hierarchy (including HMI software) are not substitutable with one another.[14] The data collected in  the  context
    of the market investigation also revealed that it depends on customers' requests whether HMI software is sold on a stand-alone basis or as a
    part of a package, whether it is sold with or without associated services, and whether HMI software is sold separately from HMI hardware  or
    jointly with it.[15]

18) However, the exact delineation of the relevant product market(s) can be left open as the notified operation does not raise serious doubts as
    to its compatibility with the internal market under any possible market definition.

3 Graphic operator panels

19) The Notifying Party submits that operator panels are devices to monitor and operate automated processes.  Within  the  overall  category  of
    operator panels, graphic operator panels and automation operator panels (which offer an ability to install additional  automation  tasks  in
    addition to monitoring and operation functions) can be distinguished. The  above  characteristics  of  operator  panels  were  confirmed  by
    respondents to the Commission's market investigation.[16]

20) While Schneider Electric offers both automation operator panels and graphic operator panels, Invensys supplies only the latter.

21) However, for the purpose of the assessment of the present case it is not necessary to conclude  whether  the  overall  market  for  operator
    panels should be subdivided further, notably into graphic operator panels and automation operator panels as the notified operation does  not
    raise serious doubts as to its compatibility with the internal market under any possible market definition.

4 Process safety systems

22) According to the Notifying Party, while Invensys and Schneider Electric both offer safety control products, their activities do not overlap.
    Schneider Electric offers only components (safety controllers) based on the principle of dual modular redundancy, which are usually not used
    in process industries, while Invensys generally provides entire Safety Instrumented Systems (SIS) based on triple modular redundancy,  which
    are used in process industries. Thus, the Notifying Party argues that the only market relevant for the purpose  of  the  assessment  of  the
    transaction would be the broad market for process safety systems.

23) The information obtained in the context of the market investigation in the present case does not allow a conclusion  as  to  whether  safety
    systems used for process industries differ from those used in discrete industries.[17] On the other hand, the  majority  of  customers  that
    responded to the market investigation confirmed that safety products are supplied as parts of a complete SIS,  with  hardware  and  software
    together rather than on a stand-alone basis.[18]

24) However, for the purpose of the assessment of the present case it is not necessary to conclude on the  exact  delineation  of  the  relevant
    market, as the notified operation does not raise serious doubts as to its compatibility with the internal market under any  possible  market
    definition

2 Relevant geographic market

25) The Notifying Party considers that the overall market for automation and control  and  any  possible  submarket(s)  thereof  (including  the
    potential markets for HMI software, graphic operator panels and process safety systems) are global in scope or at least EEA-wide.

26) Previous Commission decisions relating to automation and control software  considered  the  markets  to  be  at  least  EEA-wide,  but  have
    ultimately left the market definition open.[19]

27) All the competitors that responded to the market investigation confirmed that they sell their automation and control products  and  services
    (and in particular HMI software) on a worldwide basis[20] and the majority of them does not see any  limitations  to  the  supply  of  these
    products and services on an EEA-wide or even worldwide basis.[21] Generally, the  majority  of  customers  procure  automation  and  control
    products and services on a worldwide basis, while for HMI software the majority of customers procure it at least on an EEA-wide basis.[22]

28) With respect to graphic operator panels and process safety systems all  of  the  customers  which  responded  to  the  market  investigation
    confirmed that they view these markets as worldwide.[23]

29) Thus the information obtained in the context of the market investigation in the present case militates  in  favour  of  the  view  that  the
    overall market for automation and control and its potential segment of HMI software are at least EEA-wide in scope, while  the  markets  for
    operator panels and safety systems are likely worldwide in scope.

30) However, the Commission considers that it is not necessary to conclude on the exact geographic market definition in the present  case  since
    the proposed transaction does not raise serious doubts as  to  its  compatibility  with  the  internal  market  under  any  possible  market
    definition.

2 Competitive assessment

1 Automation and control

31) The proposed transaction gives rise to the following affected markets: (i) HMI software (both  in  the  EEA  and  worldwide),  (ii)  graphic
    operator panels (at worldwide level), and (iii) process safety systems (at worldwide level). As shown in  Table  1  below,  in  a  potential
    overall market for automation and control the combined market shares of the Parties would be  below  [5-10]%  both  on  an  EEA-wide  and  a
    worldwide basis. In a potential market for automation and control software only, the combined market shares of the Parties would be below [0-
    5]%.

            Table 1 - 2012 market shares of the Parties in the overall market for automation and control (both hardware and software)

|                                         |Overall automation and control           |Overall automation and control           |
|                                         |Worldwide                                |EEA                                      |
|Schneider Electric                       |[0-5]%                                   |[0-5]%                                   |
|Invensys                                 |[0-5]%                                   |[0-5]%                                   |
|Combined                                 |[5-10]%                                  |[0-5]%                                   |

  Source: Form CO – Notifying Party's estimates

Table 2 - 2012 market shares of the Parties in the market for automation and control software

|                                         |Automation and control software          |Automation and control software          |
|                                         |Worldwide                                |EEA                                      |
|Schneider Electric                       |[0-5]%                                   |[0-5]%                                   |
|Invensys                                 |[0-5]%                                   |[0-5]%                                   |
|Combined                                 |[0-5]%                                   |[0-5]%                                   |

  Source: Form CO – Notifying Party's estimates

32) More generally, the Notifying Party submits that the proposed transaction does not raise competitive concerns because the activities of  the
    Parties are complementary: Schneider Electric focuses on discrete automation and  control,  while  Invensys  is  mainly  active  in  process
    automation and control. Considering a possible segmentation by discrete automation and control  and  process  automation  and  control,  the
    Parties' combined market share would in any event be below [5-10]%, both on a EEA-wide and worldwide basis. Considering the potential market
    for automation and control for hybrid industries, the Parties combined market share would be less  than  [0-5]%  both  on  an  EEA-wide  and
    worldwide basis.

33) The information obtained in the context of the market investigation militates in favour of the  views  expressed  by  the  Notifying  Party.
    Several respondents, both competitors and customers, noted that Schneider Electric is a key player in  discrete  automation  and  electrical
    components and that Invensys is active in process solutions and therefore the overlapping activities are limited.[24]  Many  customers  also
    noted that the offers of Invensys and Schneider Electric in the overall automation and control segment are indeed complementary.[25]

2  HMI software

34) According to the Notifying Party, the proposed transaction would create the second largest player in the EEA in the potential market for HMI
    software, with a combined market share of [20-30]%. The first player in that potential market would be Siemens with a  significantly  higher
    market share of [30-40]%. On a worldwide basis, the merged entity would have the biggest  market  share,  followed  by  Siemens  and  strong
    players such as Rockwell Automation and General Electric. Table 3 presents the Parties' estimates of their own  market  shares  as  well  as
    those of their main competitors in the potential market for HMI software in 2012, both in the EEA and worldwide.

                                           Table 3 – 2012 market shares in the market for HMI software

|                                         |HMI Software                             |HMI Software                             |
|                                         |Worldwide                                |EEA                                      |
|Schneider Electric                       |[5-10]%                                  |[5-10]%                                  |
|Invensys                                 |[20-30]%                                 |[10-20]%                                 |
|Combined                                 |[20-30]%                                 |[20-30]%                                 |
|Siemens                                  |[20-30]%                                 |[30-40]%                                 |
|Rockwell Automation                      |[5-10]%                                  |[5-10]%                                  |
|General Electric                         |[5-10]%                                  |[5-10]%                                  |
|Iconics                                  |[0-5]%                                   |[0-5]%                                   |
|Others                                   |[20-30]%                                 |[20-30]%                                 |
|Total                                    |100%                                     |100%                                     |

  Source: Form CO – Notifying Party's estimates

35) The Parties' market shares have been relatively stable over the past three years. Invensys' worldwide market share amounted to  [20-30]%  in
    2010 and to [10-20]% in 2011, and its EEA market share amounted to [10-20]% in 2010 and [10-20]% in  2011.  Schneider  Electric's  worldwide
    market share amounted to [5-10]% both in 2010 and 2011, while in the EEA it amounted to [5-10]% both in 2010 and 2011. The  Notifying  Party
    submits that competitors' market shares in 2010 and 2011 did not substantially differ from their 2012 market shares.

36) The Notifying Party argues that the potential market for HMI software is highly competitive  and  characterised  by  the  presence  of  both
    established players (Siemens, General Electric, Rockwell Automation) as well as smaller companies, all of which will  continue  to  exercise
    competitive constraints and price pressure on the merged entity.

37) In the course of the Commission's market investigation, an overwhelming majority of customers stated that the Parties are not  each  other's
    closest competitors with regard to HMI software, neither worldwide nor in the EEA.[26]  Moreover,  an  overwhelming  majority  of  customers
    consider that post-transaction there will be a sufficient number of HMI software providers and they point in particular to the market leader
    in the EEA, Siemens, and other strong players such as Rockwell Automation and General Electric.[27] One customer  specifically  stated  that
    the proposed transaction might in fact lead to "better competition" in the overall automation and control sector and also with regard to HMI
    software.[28]

38) The Commission considers that following the transaction, the Parties will continue to face competition from other established players in the
    potential market for HMI software and customers will still have a sufficient number of suppliers to choose from. It  should  be  also  noted
    that no substantiated concerns were raised during the market investigation.

39) Consequently, the Commission considers that the proposed transaction does not raise serious doubts as to its compatibility with the internal
    market in the potential market for HMI software.

3 Graphic operator panels

40) As regards graphic operator panels, the proposed transaction would only lead to an affected market, if  the  potential  market  for  graphic
    operator panels were to be defined on a worldwide basis. However, the increments in market shares in this potential market would be limited,
    i.e. of less than [0-5]%, given Invensys' negligible market share of [0-5]%.

41) In the potential worldwide market for graphic operator panels the Parties' combined market share amounted to  [10-20]%  in  2012  (Schneider
    Electric: [10-20]%; Invensys: [0-5]%). Following the transaction, Siemens would still remain the market leader with a market share  of  [20-
    30]%. Other players include Rockwell Automation ([10-20]%) and Mitsubishi Electric ([10-20]%), as well as a large number of other  suppliers
    – jointly holding [30-40]% of the market and offering a wide variety of graphic operator panels. The  majority[29]  of  the  customers  that
    responded to the Commission's market investigation do not consider that the notified transaction would have  any  impact  on  the  potential
    market for graphic operator panels.[30]

42) Consequently, the Commission considers that the proposed transaction does not raise serious doubts as to its compatibility with the internal
    market in the potential market for graphic operator panels.

4 Process safety systems

43) As regards process safety system, the proposed transaction would only lead to an affected market, if the potential market for process safety
    systems were to be defined on a worldwide basis. In the potential worldwide market for process safety systems, the combined market share  of
    the Parties amounted to [10-20]% in 2012 (Schneider Electric: [0-5]%; Invensys: [10-20]%). However, the increment in market shares  in  this
    potential market would be limited, i.e. of less than [0-5]%, given Schneider Electric's negligible market share of [0-5]%.

44) The argument of the Notifying Party that the offers of Schneider Electric and Invensys with respect to safety systems are complementary  was
    confirmed by the majority of customers that responded to the Commission's market investigation, which stated  that  they  do  not  view  the
    Parties safety products as substitutable.[31] . Even if those complementary products were to be bundled  by  the  Parties  the  majority  of
    customers that responded to the Commission's market investigation do not consider that such bundling would have any  effect  either  on  the
    market or on their business, while the remaining ones expect positive effects due to a more competitive landscape.[32] One customer  expects
    that the merged entity will have more resources and will invest in the development of process safety systems, which  will  have  a  positive
    economic impact.[33]

45)  In view of the above, the Commission considers that the proposed transaction does not raise serious doubts as to its compatibility with the
    internal market in the potential market for process safety systems.

5 Vertical and conglomerate aspects

46) The proposed transaction does not give rise to any vertically affected market.[34]

47) As regards conglomerate effects, the Notifying Party explains that there are various purchasing  patterns  in  the  automation  and  control
    sector. Due to the complexity and sensitivity of the products, end-customers often rely on the  services  of  Engineering,  Procurement  and
    Construction ("EPC") contractors, which design the installation, procure the necessary materials and build  the  automation  project  either
    directly or by subcontracting part or all works to system integrators. For projects which are particularly demanding in terms  of  safety  –
    i.e. mostly in the process industries - end-users will also engage a Main Automation Contractor ("MAC").

48) While end-users choose suppliers for strategic automation and control products (which include HMI software) themselves, the  choice  of  the
    non-strategic products is left to the EPC contractors. Separate tenders  and  Requests  for  Quotation  ("RFQ")  are  launched  for  various
    automation and control products to minimise the overall  costs  of  the  project.  Both  Schneider  Electric  and  Invensys  act  as  system
    integrators, the latter also acts as a MAC.

49) The Notifying Party argues that the coexistence of several purchasers (end-customers, EPCs,  system  integrators,  MACs),  the  practice  of
    separate tenders and RFQs, which are strongly price driven, as well as the distinction between strategic and  non-strategic  automation  and
    control products make it difficult for a supplier to sell a full range of products.

50) The Notifying Party also maintains that neither Schneider Electric nor Invensys have market power enabling them to impose a  full  range  of
    products on their customers. More specifically Invensys' market share in the segment of discrete automation and control is  [5-10]%  in  the
    EEA and [5-10]% worldwide, while Schneider Electric's market share in the segment of process automation and control is [0-5]%  both  in  the
    EEA and worldwide. Therefore, the Notifying Party claims that the merged entity would not be in a position to foreclose its  competitors  by
    offering a combination of discrete and process automation and control products.[35]

51) As regards the potential combination of electrification products of Schneider Electric with the process automation and control  products  of
    Invensys or the potential combination of the electrification products with both process and discrete automation and  control  products,  the
    Notifying Party submits that Schneider Electric has no market power in electrification, as its market share in this potential market is  [5-
    10]% both in the EEA and worldwide.

52) In the course of the Commission's market investigation, the existence of purchasing patterns as described above as well as the  interactions
    between various players, such as EPC contractors, system integrators, end-customers etc. have been broadly  confirmed.[36]  An  overwhelming
    majority of customers confirm that they buy automation and control products from multiple suppliers.[37] Also, an overwhelming  majority  of
    customers consider that following the transaction the merged entity will not be able to offer a range of products that no  other  competitor
    can match.[38]

53) As to the possibility of combining Schneider Electric's offer in electricity with the Parties' automation  and  control  products,  a  large
    majority of customers[39] consider that this would not have any effect on the market or on their  business.[40]  One  of  the  customers[41]
    noted that other players – such as ABB or Siemens – are also  able  to  offer  both  electrification  as  well  as  automation  and  control
    products.[42] Furthermore, one of the EPC contractors as well as one of the end-customers expressly confirmed that  tenders  for  automation
    and control products are conducted separately from tenders for electrification.[43]

54) A number of customers that responded to the Commission's market investigation see positive effects of such a combination on  their  business
    or on the market and noted for instance that "[t]he option of purchasing integrated solutions  can  provide  benefits  to  our  business  by
    reducing complexity and potentially also reducing costs."; "(…) [such a combination] should increase competition  even  further  versus  the
    current alternative suppliers in the market" or "(…) [it] will increase competition and drive suppliers of niche products  and  services  to
    better collaboration around supply of solutions from multiple suppliers".[44]

55) The Commission thus concludes that due to the lack of market power the merged entity would not have the ability to foreclose its competitors
    by combining their offers in discrete and process automation and control, or in electrification with process automation and control,  or  in
    electrification with both discrete and process automation and control.[45] It also appears  that  the  proposed  transaction,  by  combining
    complementary offers of the Parties, will create a player that will be able to  compete  on  a  more  equal  footing  with  the  established
    suppliers and that customers expect the effects of such an integration to be positive, or at least neutral.

       CONCLUSION

56) For the above reasons, the European Commission has decided not to oppose the notified operation  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.

                                        For the Commission
                                        (signed)
                                        Joaquín ALMUNIA
                                        Vice-President

-----------------------
[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]   Publication in the Official Journal of the European Union No C 318, 1.11.2013, p. 7.

[3]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the  Commission  Consolidated  Jurisdictional  Notice  (OJ
    C95, 16.04.2008, p. 1).

[4]   In previous cases, the Commission referred to four levels see Case COMP/M.4608 - Siemens/UGS, par. 13, Case COMP/M.3653 - Siemens/VA  Tech,
    par. 234, while in an industry report of Crédit Suisse ("Global Industrial Automation", 14 August 2012),  there  is  a  reference  to  three
    levels.

[5]   See also Case COMP/M.670 – ELSAG Bailey/Hartmann & Braun AG, par. 9.

[6]   Ibidem.

[7]   See responses to question 7 of the Questionnaire Q1 – Automation and HMI software-competitors and to question 7 of the  Questionnaires  Q2,
    Q2a – Automation and HMI software-customers.

[8]   A potential third category of hybrid industries (for instance beverage plants) has overlapping characteristics of  the  two  previous  ones
    and therefore requires features of both discrete and process automation.

[9]   Case COMP/M.670 – ELSAG Bailey/Hartmann & Braun AG, par. 8.

[10]  Responses to question 2 of the Questionnaire Q1 – Automation and HMI software-competitors.

[11]  Responses to question 7 of the Questionnaire Q1 – Automation and HMI software-competitors.

[12]  Responses to question 5 of the Questionnaire Q1 – Automation and HMI software-competitors.

[13]  Case COMP/M.4608 – Siemens/UGS, par. 17.

[14]  See responses to question 10.2.1 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[15]  Responses to questions 11-13 of the Questionnaire Q1 – Automation and HMI software-competitors and responses  to  questions  11-13  of  the
    Questionnaires Q2, Q2a – Automation and HMI software-customers.

[16]  Responses to question 2 of the Questionnaire Q3 – Graphic operator panels.

[17]  Responses to questions 2, 3 of the Questionnaire Q4 – Safety systems.

[18]  Responses to question 5 of the Questionnaire Q4 – Safety systems.

[19]  Case COMP/M.5755 - Schneider Electric/Areva T&D, Case COMP/M.6222 - GE Energy/Converteam, Case IV/M.913 - Siemens/Electrowatt.

[20]  Responses to questions 16, 19 of the Questionnaire Q1 – Automation and HMI software-competitors.

[21]  Responses to questions 17, 20 of the Questionnaire Q1 – Automation and HMI software-competitors.

[22]  Responses to questions 16, 19 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[23]  Responses to question 7 of the Questionnaire Q4 – Safety systems and question 5 of the Questionnaire Q3 – Graphic operator panels.

[24]  See responses to questions 22 and 23 of the Questionnaire Q1 – Automation and HMI software-competitors, see responses  to  question  22  of
    the Questionnaire Q2 – Automation and HMI software-customers.

[25]  See response to questions 22, 23 of the Questionnaire Q2a – Automation and HMI software-customers.

[26]  See responses to question 34 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[27]  See responses to question 37 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[28]  See response to question 48 of the Questionnaire Q2, Q2a – Automation and HMI software-customers.

[29]  One of the customers expressed concerns as regards the transaction, but these were not substantiated and not in line with the market  share
    data and with the other repliers to the market investigation.

[30]  Responses to question 8 of the Questionnaire Q3 – Graphic operator panels.

[31]  Responses to question 9 of the Questionnaire Q4 – Safety systems.

[32]  Responses to question 10 of the Questionnaire Q4 – Safety systems.

[33]  Response to question 12.1 of the Questionnaire Q4 – Safety systems.

[34]  The Parties have identified two actual vertical relations between them but the revenues derived  from  these  relations  are  very  limited
    (i.e. EUR […] of sales of […] sold by a Canadian subsidiary of Schneider Electric to Invensys in 2012 and EUR […] of sales of  […]  sold  by
    Schneider Electric to Invensys in 2012).

[35]  Schneider Electric also manufactures motor starters and motor control centres, both of which could be integrated  into  process  automation
    products. However the former are not sold on a stand-alone basis, while in the latter market share of Schneider Electric is  [0-5]%  in  the
    EEA and [5-10]% worldwide.

[36]  See responses to questions 4, 30 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[37]  See responses to question 31 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[38]  See responses to question 24 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[39]  One of the customers stated without substantiating that a combination of the electricity and plant automation offers by the  merged  entity
    would lead to negative effects on the market due to the fact that a powerful competitor would be created. However, this assertion is neither
    in line with the Parties' market shares nor with the replies of all the other respondents to the same question of the market investigation.

[40]  See responses to question 26 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[41]  See minutes of conference call dated 17 October 2013.

[42]  This was confirmed in the market investigation – see responses to question 1 of the  Questionnaire  Q1,  –  Automation  and  HMI  software-
    competitors.

[43]  See minutes of conference call dated 17 October 2013 and response to question 26 of the Questionnaire Q2 –  Automation  and  HMI  software-
    customers.

[44]  See responses to question 26 of the Questionnaires Q2, Q2a – Automation and HMI software-customers.

[45]  See Commission Guidelines on the assessment of non-horizontal mergers under  the  Council  Regulation  on  the  control  of  concentrations
    between undertakings, OJ C256, 18.10.2008, p. 6, paragraphs 93, 95.