CELEX: 32015M7498
Language: en
Date: 2015-07-22 00:00:00
Title: Commission Decision of 22/07/2015 declaring a concentration to be compatible with the common market (Case No COMP/M.7498 - COMPAGNIE DE SAINT GOBAIN / SIKA) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 22.7.2015
C(2015) 5285 final

                                        [pic]

                                        |To the notifying party:                                                |

Dear Sir/Madam,

Subject:    Case M.7498 – COMPAGNIE DE SAINT GOBAIN/ SIKA
Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004[1] and Article 57 of the Agreement  on  the  European  Economic
Area[2]

    1) On 16 June 2015, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Council Regulation
       (EC) No 139/2004[3] by which Saint-Gobain S.A. (“Saint-Gobain”, France) acquires within the meaning  of  Article  3(1)(b)  of  the  Merger
       Regulation control of Sika AG (“Sika”, Switzerland), by way of purchase of  shares.  Saint-Gobain  is  hereinafter  referred  to  as  "the
       Notifying Party", while Saint-Gobain and Sika are jointly referred to as "the Parties".

       THE PARTIES

    2) Saint-Gobain is active worldwide in the manufacturing of glass, high performance materials, construction products, including  mortars  and
       glass packaging. In the EEA, Saint-Gobain is also present as a distributor of building materials.

    3) Sika is a global specialty chemicals company, with a particular focus on construction chemicals. It also  produces  mortars,  as  well  as
       chemicals for other industries such as sealants and adhesives used in automotive industry. Sika is currently controlled by Burkard  Family
       through Schenker-Winkler Holding AG ("SWH"), a holding company incorporated pursuant to Swiss law whose sole purpose is to hold shares  in
       Sika. SWH holds 16.97% of Sika’s capital and 52.92% of the voting  rights.  Sika  is  a  publicly  traded  company  listed  at  SIX  Swiss
       Exchange.[4]

       THE OPERATION AND THE CONCENTRATION

    4) Saint-Gobain via its wholly-owned subsidiary, Société de Participations Financières  et  Industrielles  (“Spafi”)  intends  to  indirectly
       acquire sole control over Sika AG  through  the  acquisition  from  the  Burkard  Family  ("the  Seller")  of  all  shares  in  SWH   (the
       “Transaction”).

    5) Saint-Gobain and the Seller entered into a Sale and Purchase Agreement (the "SPA") on 5 December 2014. Pursuant to the  SPA,  Saint-Gobain
       will acquire the totality of shares in SWH and will thus indirectly control Sika.

    6) On 8 December 2014 Sika's management rejected the Transaction. The SPA was further amended on 7 April 2015 in  order  to  reflect  certain
       events that have occurred since 5 December 2014, including the fact that the Board of Sika is hostile to the Transaction and  undertook  a
       number of actions to prevent closing of the Transaction. The amendment includes an extension of the longstop date until 30 June 2016.

    7) It has been brought to the  Commission's  attention  that  Sika’s  current  management,  as  well  as  certain  shareholders,  oppose  the
       Transaction.[5] Sika’s management initiated actions to frustrate the Transaction, including court proceedings, and imposed  a  restriction
       of SWH's voting rights in Sika to 5%, preventing SWH from appointing certain new members of the Board of  Directors.  SWH  challenged  the
       restriction on its voting rights in Sika and the matter is currently under review in a Swiss court.

    8) Subject to the result of these court proceedings, and without  prejudice  to  their  outcome,  once  the  SPA  signed  on  5  December  is
       implemented, the Notifying Party will acquire control of SWH and indirectly of Sika.

    9) Therefore, the Transaction constitutes a notifiable concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

       EU DIMENSION

   10) The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million (Saint-Gobain: EUR 41 054 million,
       Sika: EUR 4 140 million). Each of them has an EU-wide turnover in excess of EUR 250 million (Saint-Gobain: EUR […] million, Sika: EUR  […]
       million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within one and the same Member State.

   11) Therefore, the notified operation has EU dimension pursuant to Article 1(2) of the Merger regulation.

       ASSESSMENT

   12) According to the Notifying Party, and considering the information collected from Sika, the two companies' activities overlap  horizontally
       in a limited number of markets.

   13) However, the Transaction gives rise to two horizontally affected markets in relation to mortars and construction chemicals.

   14) The Transaction gives rise to a number of vertical competitive relationships:

        - Production of building materials by Sika and distribution of building materials by Saint-Gobain;

        - Production of gypsum adhesives by Sika and production of plaster and plasterboard by Saint-Gobain;

        - Production of automotive glass surface adhesives and surface treatment products by Sika and automotive glass  replacement  services  by
          Saint-Gobain;

        - Production of insulation glass sealants by Sika and insulation glass production by Saint-Gobain;

        - Production of glass fibre veil by Saint-Gobain and production of building chemicals by Sika;

        - Production of glass fibre mesh for mortar reinforcement by Saint-Gobain and production of premix mortars by Sika.

1 Horizontal effects

1 Mortars

1 Relevant product market

   15) Mortar is a building material, usually made of sand, binders (like cement, lime  or  gypsum)  and  various  additives  (e.g.  pigments  or
       waterproof compounds). Mortars are used to bind construction materials together or to fill the gap between them.

   16) The broad range of mortar products includes products with different level of  sophistication,  depending  on  the  number  of  ingredients
       involved. The most basic form consists of only two ingredients (cement and sand) and different ingredients can be added to give mortar the
       product characteristics needed for a specific end-use.

       Past Commission's cases

   17) In previous cases,[6] the Commission first distinguished between premix mortars (mixed at the factory) and on-site mortars (mixed  at  the
       construction site). Within premix mortars, the Commission distinguished dry mortars (supplied in a dry powder form), wet  mortars  (ready-
       mixed with water at the factory) and ready to use paste mortars (supplied as paste, including organic compounds as binders)  depending  on
       their form but ultimately left the question open.

   18) Based on their applications the Commission also distinguished: i) construction mortars, used for various  building  construction  purposes
       such as casting and setting, masonry, plastering, floor levelling and concrete repair; ii) façade mortars,  used  as  an  outer  layer  of
       buildings for protective or aesthetic purposes, or as part of insulation system and iii) tile fixing mortars, used for fixing tiles,  both
       on substrate (adhesive mortars) and as sealants between tiles (grouts).[7]

   19) The Commission recognised that each of the three applications described above includes various types of mortars which  are  developed  for
       specific uses (for example masonry mortars and floor levelling mortars, both belonging to construction mortars) and are not  substitutable
       from the demand-side. However, due to the existence of supply-side substitutability between different  mortar  formulations  of  the  same
       form, the Commission concluded that it would not be appropriate to make further segmentations within the three main groups.[8]

       Notifying Party's view

   20) The Notifying Party agrees with the Commission analysis in its past cases. Mortars should be divided according to the following  criteria,
       namely the location of where the mortar is mixed, the physical form of the mortar and the final application.

   21) First, as concerns the location of where the mortar is mixed, mortars can be either premixed at the factory (premix mortar)  or  mixed  on
       the construction site (on-site mortar).[9]

   22) Second, as concerns the physical form of the mortar, premix mortars can be supplied either as (i)  dry  mortar  (supplied  in  dry  powder
       form), (ii) wet mortar (ready-mixed with water at the factory), and (iii) ready-to-use paste mortar (supplied as paste, including  organic
       compounds as binders, “paste mortar”). The Notifying Party explains that these three categories of  mortar  require  different  production
       equipment and know-how and have different product and demand characteristics. Specifically, wet premix mortar is produced  ready-mixed  in
       factories. It is a perishable product that cannot be transported over long distances and  requires  specific  transport  equipment  (mixer
       lorries). With a few exceptions wet premix mortars are no longer used in the EEA and sales are in steady decline. Dry  premix  mortar,  on
       the other hand, contains several additives and thus provides additional properties. It is supplied in a dry powder form in bags  or  bulk.
       It is then mixed with water on the construction site. Finally, paste mortars are more complex than dry mortars  as  they  include  organic
       compounds (i.e. chemicals or polymers) as binding components, instead of the more common mineral binders (cement, lime  and  gypsum)  used
       for the production of dry and wet mortars.

   23) Third, mortars should be distinguished according to their final application. Premix mortars can be used for three different  applications,
       including construction, facades and tile-fixing. Construction mortars are used for various building construction purposes such as  casting
       and setting, masonry, plastering, floor levelling and concrete repair. Each of these applications relates to the structure of a  building.
       Construction mortars are only available as dry mortars (not as paste mortars). Facade mortars are applied onto a  building  facade  as  an
       outer layer for protective and/or aesthetic purposes or as part of an external thermal insulation compound system. Facade mortars need  to
       achieve weather resistance and colour stability. Facade mortars come either in paste or dry form. Tile-fixing mortars are used for  fixing
       tiles e.g. in bathrooms. This category comprises both mortars used to fix tiles on a substrate (adhesive  mortars)  and  mortars  used  as
       sealants between tiles (grouts). Tile fixing mortars are generally offered in dry form. In a limited number of  countries  they  are  also
       offered in paste form.

   24) On the basis of the above, the Notifying Party submits that for the purpose  of  the  analysis  of  this  case,  the  relevant  market  is
       constituted by premix mortars that can be further subdivided into  dry  and  paste  mortars.  This  segmentation  would  be  supported  in
       particular by the lack of demand side substitutability due to the convenience of application and  the  price.  Indeed,  according  to  the
       Notifying Party, there is a considerable price difference between dry mortars and paste mortars. For example in France  and  Germany,  dry
       mortars are sold within a price range of EUR 270-500 per tonne while ready-to-use paste mortars are much more expensive (EUR 610-1,400 per
       tonne). With respect to further subsegmentation between different types of dry premix and paste premix  mortars,  in  particular  the  one
       based on the final application, the Notifying Party argues that any such subsegmentation would not be appropriate in particular in view of
       the high degree of supply-side substitutability.

       The Commission's assessment

   25) As the Commission also established in previous decisions, on-site mortars and premix mortars form part of different product  markets.  The
       Parties are not active in on-site mortars. As concerns the segmentation of premix mortars based on the physical form, the responses to the
       market investigation indicated that from the point of their technical application, dry and paste mortars are to some extent substitutable,
       however, due to the fact that paste mortars are much more expensive than dry mortars (on average 2-3 times more expensive), and  are  sold
       in small containers, paste mortars are in practice only used in very small projects and customers do not switch between the two.

   26) As concerns the supply-side substitutability, each of the three categories of premix mortars, namely dry, wet and paste, require different
       production equipment and know-how and are thus produced on a separate production line, often even in separate plants limiting the  supply-
       side substitution. The producers of dry premix mortars indicated that switching the production from one category of dry mortar to  another
       category is very common; it happens on a daily basis and is relatively simple.[10]

   27) As concerns the segmentation based on final application, the market investigation provided  indications  of  the  absence  of  demand-side
       substitutability of mortars used for construction, façade and tile-fixing. Indeed, a façade mortar cannot be used as  a  substitute  to  a
       tile-fixing mortar. Similarly, tile adhesive mortars cannot be used as a grout and vice-versa, even though they both belong  to  the  tile
       fixing category. In addition, the customers indicated that there are significant  price  differences  between  all  mortar  subcategories,
       depending on their level of technical sophistication (especially tile-fixing and paste mortars are more expensive).[11] In this context  a
       market respondent explained that "construction mortars represent the most basic category in terms of product's ingredients, while tile and
       façade mortars are more specialized and therefore more expensive products."[12]

   28) In the light of the foregoing, the Commission will consider the following  product  markets  in  its  assessment  of  the  impact  of  the
       Transaction on competition: the market for dry mortar (including separate markets for construction, façade and  tile  –  fixing)  and  the
       market for paste mortar (including separate markets for façade and tile – fixing).

2 Geographic market definition

       Past Commission's decisions

   29) In the most recent decision dealing with mortars, the Commission considered that the geographic market corresponds to a  radius  of  120km
       around each of the Parties' mortar plants.[13] In previous cases the Commission left the geographic market definition open and carried out
       the assessment both at national and at local/regional level, assuming the 120km radius around the  production  plant.[14]  The  Commission
       however also found that some high-value mortars tend to travel over much farther distances, up to 1000km.[15] The assessment of mortars on
       the national level was supported by national differences in building techniques and customs and the fact  that  suppliers  organise  their
       sales at national level. High transportation costs compared to product value supported the local/regional character of the market.

       Notifying Party's view

   30) The Notifying Party submits that the local/regional level might be adequate for the assessment of low value standard construction mortars.
       Indeed, for Saint-Gobain the shipping distances tend to be broadly in line with the Commission's precedents: typically more  than  50%  of
       mortars are sold within 120km from the plant and 90% of sales are done within less than 300km.

   31) However, as concerns higher value-added mortars, in particular waterproofing, self-levelling and some  tile-fixing  mortars  concerned  by
       this Transaction, the distances tend to be much longer and thus the sub-national analysis would  not  be  appropriate.  According  to  the
       Notifying Party, whereas a large part of Saint-Gobain's mortars are indeed sold within the 120km radius, only  a  minor  share  of  Sika’s
       mortars are sold within 120km from the production plant and Sika's mortar sales vary from 400km up to  1200km  for  the  production  plant
       located in North Germany (which serves the Nordic countries). Since Saint–Gobain has plants located  throughout  the  EEA  territory,  the
       mortars, irrespective of the value, are mostly sold within one country and not transported over larger distances.

   32) In view of the above, and due to national requirements (building norms, available local raw material etc.), the  Notifying  Party  submits
       that the market for mortars concerned by this transaction is national in scope. In support of national market  definition,  the  Notifying
       Party argues that there are significant price differences (excluding transportation costs) between  countries.  By  way  of  example,  the
       average price of Saint-Gobain’s dry construction mortars amounts to EUR [200-300] per tonne in France, and EUR [150-250] in  Germany.  For
       paste tile fixing mortars the difference is even more  significant:  EUR  [500-700]  and  EUR  [above  1000]  in  France  and  in  Germany
       respectively.

       Commission's assessment

   33) The market investigation indicated that local presence of mortar suppliers is not a prerequisite to selling mortars in  a  given  country.
       Suppliers confirmed that they do supply mortars to countries where they do not have  a  plant  and  could  easily  start  exporting  their
       products or even setting up a production plant in a country if business opportunities were to arise.[16]

   34) Whereas for the low-value and high-volume construction mortars a large number of respondents indeed  point  to  the  120km  radius  as  an
       appropriate market delineator,[17] with respect to technical mortars (which are commonly sold in smaller quantities,  are  more  expensive
       and technically advanced mortars) many respondents indicate that they can be transported over 300km or  even  1000km.[18]  A  majority  of
       competitors confirm that at least occasionally they ship mortars to countries where they have no production facilities  and  a  number  of
       competitors export mortars to countries where they have no commercial organisation.[19] Some manufacturers ship  their  technical  mortars
       globally to any location in the world.

   35) As concerns the price differences, respondents to the market investigation confirmed that the prices for mortars tend to be homogeneous on
       the country level, but vary significantly across different countries.[20] Those differences are mainly due to traditional price setting in
       different countries and the overall demand mix for a specific type of mortar.[21]

   36) In this light the Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of  national
       markets. As regards large volume/low value heavy mortars, the Commission has also considered narrower hypothetical markets based on circle
       areas drawn within a 120km radius from Sika's production plants.

3 Competition assessment

   37) The Parties’ activities overlap in the areas of dry premix mortars and paste premix mortars and in each of their subsegments. As  set  out
       above, dry premix mortars can be further segmented into: i) construction, ii) façade and iii) tile fixing. Paste mortars can be  segmented
       into: i) façade and ii) tile fixing.

   38) The Parties are not active in on-site mortars and wet mortars,[22] therefore those markets will not be further analysed in this Decision.

   39) Saint-Gobain has [80-100] dry mortar plants and [10-20] paste mortar plants located in different EEA countries. The brands used by  Saint-
       Gobain include Weber and Maxit. Sika has [10-20] dry mortar plants and [0-5] paste plants. Sika's mortar  brands  include  Sika,  Schönox,
       Cegecol, Everbuild/FEB, Casco and Technokolla. The main competitors are Baumit, Mapei, Kanuf, BASF, Henkel, STO, Perex Group, Eurocol  and
       Ardex, mostly active throughout the whole EEA.

   40) Market investigation generally indicated that there is a strong competitive landscape in the overall mortars' sector in Europe:

       -    First, apart from the largest European or global companies, there are also numerous  smaller,  local  providers.  Even  though  those
          providers mainly manufacture simple, low-value products, a number of local suppliers are also  active  in  technical  mortars  and  are
          actively competing with the large players.[23]

       -    Secondly, the results of the market investigation indicate that there is a surplus capacity available on the market[24] and that many
          of the cheapest, high-volume mortars belonging to the dry construction category (for example masonry mortars  and  screeds)  are  to  a
          large extent commoditised.[25]

       -    Thirdly, market investigation showed that switching suppliers is relatively easy. Some end-customers/ applicators tend to have  their
          preferred brands, however if the combined entity were to increase prices, they can and would easily turn to another producer each  time
          they start a new construction project.[26]

       Closeness of competition

   41) Even though Sika and Saint-Gobain seem to offer a very similar product portfolio in most types of  mortars,[27]  the  respondents  to  the
       market investigation broadly confirmed that whereas Saint-Gobain is known for a broad range of mortars and is a supplier  of  commoditized
       lower-value mortars, Sika is widely recognised as a manufacturer of technical higher-value specialized mortars, which are  more  expensive
       and can be transported over longer distances. For instance, one distributor explained that "in the  broad  category  of  dry  construction
       mortars there are some specialty mortars offered by Sika such as repair mortars, waterproofing products etc., for which Sika is  perceived
       as the “premium brand”. Sika is less present in cheaper regular types of mortars and it focuses on high value products.  Weber  by  Saint-
       Gobain has wider range of mortars. Even though Weber also produces some specialist  mortars,  they  are  not  perceived  by  customers  as
       substitutes for Sika’s mortars. If post transaction Sika/Saint–Gobain was to increase prices of Sika’s specialty mortars, customers  would
       not switch to other producers’ mortars, because already now, before the merger, customers looking for Sika’s premium brand mortars, do not
       consider other mortars as a valid alternative."[28]

   42) Therefore, Sika and Saint-Gobain do not generally seem to be close competitors as their offerings are rather  complementary  in  terms  of
       quality and brand perception. In relation to the specialty products, Sika tends to compete more closely with suppliers such as Mapei, BASF
       and Ardex who are also recognized players in technical mortars. To the extent that the Parties' products are  differentiated,  the  market
       shares are not necessarily indicative of closeness of competition in this market.

       Analysis at national level

   43) Against the above background, should the market be defined at national level, affected  markets  arise  in  16  Member  States  while  the
       combined market shares exceed 30% only in Denmark, Estonia, Finland, Norway, Portugal, Spain and Sweden.

   44) Market shares of the Parties and their main competitors in 2014 by value are indicated in the below table:

|Country       |Type of mortar  |Market shares - Parties              |Main competitors                                                                        |

        | |SG |Sika |Combined |Competitor 1 | |Competitor 2 | |Competitor 3 | | |Belgium |Dry tile fixing |[20-30% |[0-5]% |[20-30]% |Mapei |[10-
       20]% |Omnicol |5-10]% |PTB  |[5-10]% | |Czech Republic |Dry overall |[20-30]% |[5-10]% |[30-40]% |Baumit |[10-20]% |Lasselberger |[10-20]%
       |BASF |[5-10]% | | |Dry construction |[10-20]% |[10-20]% |[30-40]% |Mapei |[10-20]% |Baumit |[10-20]% |Lasselberger |[10-20]% | | |Dry
         tile-fixing |[20-30]% |[0-5]% |[20-30]% |Lasselberger |[10-20]% |Henkel |[5-10]% |Baumit |[5-10]% | |Denmark |Dry construction |[20-30]%
         |[10-20]% |[30-40]% |Ardex |[5-10]% |Skalflex |[0-5]% |LIP |[0-5]% | | |Dry overall |[10-20]% |[5-10]% |[20-30]% |LIP |[5-10]% |Skalflex
       |[5-10]% |Alfix |[5-10]% | |Estonia |Dry construction |[50-60]% |[0-5]% |[50-60]% |Sakret |[10-20]% |Knauf |[5-10]% |Kiilto |[0-5]% | |
      |Dry overall |[40-50% |[0-5]% |[40-50% |Sakret |[10-20]% |Knauf |[10-20]% |Kiilto |[5-10]% | |Finland |Dry overall |[30-40]% |[5-10]% |[40-
        50]% |Fescon |[10-20]% |Kiilto |[10-20]% |Ardex |[5-10]% | | |Dry construction |[35-45]% |[0-5]% |[40-50]% |Fescon |[10-20]% |Kiilto |[5-
       10]% |Lakka |[5-10]% | | |Dry tile fixing |[20-30]% |[10-20]% |[30-40]% |Kiilto |[20-30]% |Ardex |[10-20]% |Fescon |[0-5]% | |France |Dry
         overall |[20-30]% |[0-5]% |[20-30]% |Parex Lanko |[20-30]% |PRB |[10-15]% |Mapei |[5-10]% | | |Dry construction |[10-20]% |[5-10]% |[20-
       30]% |Parex Lanko |[10-20]% |Mapei |[5-10]% |STO |[5-10]% | | |Dry tile-fixing |[20-30]% |[5-10]% |[20-30]% |Mapei |[10-20]% |Parex Lanko
       |[10-20]% |Desvres |[10-20]% | | |Paste overall |[20-30]% |[0-5]% |[20-30]% |Parex Lanko |[10-20]% |STO |[10-15]% |Mapei |[5-10]% | |
        |Paste tile-fixing |[20-30]% |[0-10]% |[20-30]% |Mapei |[10-20]% |Parex Lanko |[10-20]% |Desvres |[10-20]% | |Germany |Dry overall* |[10-
          20]% |[0-5]% |[20-30]% |Knauf |[5-10]% |PCI Augsburg |[5-10]% |Ardex |[5-10]% | | |Dry construction |[10-20]% |[5-10]% |[20-30]% |Knauf
       |[10-20]% |Quick Mix |[5-10]% |Ardex |[5-10]% | | |Paste tile-fixing |[0-5]% |[20-30]% |[20-30]% |PCI Augsburg |[20-30]% |Sopro |[5-10]%
       |Ardex |[0-5]% | |Latvia |Dry construction |[20-30]% |[0-5]% |[20-30]% |Knauf |[30-40]% |Sakret |[10-20]% |Kiilto |[5-10]% | | |Dry
         overall |[10-20]% |[0-5]% |[20-30]% |Knauf |[30-40]% |Sakret |[20-30]% |Kiilto |[5-10]% | |Lithuania |Dry construction |[20-30]% |[0-5]%
       |[20-30]% |Knauf |[10-20]% |Ceresit |[10-15]% |Sakret |[5-10]% | |Netherlands |Dry overall |[10-20]% |[5-10]% |[20-30]% |Knauf |[5-10]%
       |Eurocol |[5-10]% |Remix |[5-10]% | | |Dry construction |[10-20]% |[5-10]% |[20-30]% |Knauf |[10-15]% |Remix |[5-10]% |Megamix |[5-10]%  |
 | |Dry tile-fixing |[5-10]% |[15-25]% |[20-30]% |Eurocol |[30-40]% |Omnicol |[10-20]% |EBC – Coba |[5-10]% | |Norway |Dry overall |[20-30]% |[5-
       10]% |[30-40]% |Mapei |[10-15]% |Hey'di |[10-15]% |STO |[0-5]% | | |Dry construction |[25-35]% |[0-10]% |[30-40]% |Hey'di |[10-15]% |Mapei
       |[10-15]% |Jotun |[0-5]% | | |Dry tile-fixing |[5-10]% |[10-15]% |[20-30]% |Mapei |[20-30]% |Hay'di |[10-15]% |Adda |[5-10]% | | |Paste
        overall |[40-50]% |[0-5]% |[40-50]% |STO |[30-40]% |Jotun |[10-20]% |Mapei |[5-10]% | |Portugal |Dry overall |[20-30]% |[5-10]% |[30-40]%
       |Fassa Bortolo |[10-15]% |Secil Argamassas |[5-10]% |Lusomapei |[5-10]% | | |Dry construction |[5-10]% |[10-20]% |[20-30]% |Fassa Bortolo
       |[10-15]% |Secil Argamassas |[5-10]% |IRP |[5-10]% | | |Dry tile-fixing |[50-60]% |[0-5]% |[50-60]% |Lusomapei |[10-15]% |Diera |[5-10]%
       |Secil Argamassas |[5-10]% | | |Paste overall |[30-40]% |[0-5]% |[30-40]% |CIN/ Sotinco |[10-20]% |Robbialac/Viero |[10-15]% |Fassa
          Bortolo |[5-10]% | | |Paste façade | [20-30]% |[0-5]% |[20-30]% |CIN/ Sotinco |[10-20]% |Robbialac / Vier |[10-20]% |Fassa Bortolo |[5-
       10]% | |Slovakia |Dry overall |[10-20]% |[10-15]% |[20-25]% |Baumit |[30-40]% |Mapei |[5-10]% |BASF |[5-10]% | |Slovenia |Dry
         construction* |[0-5]% |[20-30]% |[20-30]% |Jub |[5-15]% |Kema |[5-10]% |Cinkarnia |[0-5]% | |Spain |Dry overall |[10-20]% |[5-10]% |[20-
       30]% |Puma |[5-10]% |Cemex |[5-10]% |Mapei |[5-10]% | | |Dry tile-fixing |[30-40]% |[0-5]% |[30-40]% |Puma |[10-20]% |Kerakoll |[10-15]%
       |Mapei |[5-10]% | |Sweden |Dry overall |[30-40]% |[5-10]% |[30-40]% |Finja |[10-20]% |STO |[5-10]% |Combimix |[5-10]% | | |Dry
       construction |[30-40]% |[5-10]% |[40-50]% |Finja |[10-20]% |Combimix |[10-15]% |STO |[5-10]% | | |Dry tile-fixing |[5-15]% |[10-20]% |[20-
       30]% |Bostik |[10-20]% |Ardex |[10-15]% |Mapei |[5-10]% | | |Paste overall* |[40-50]% |[0-5]% |[40-50]% |STO |[10-20]% |Finja |[10-15]%
       |Combimix |[10-15]% | | |Paste tile-fixing |[5-10]% |[10-20]% |[20-30]% |Bostik |[10-15]% |Knauf |[5-10]% |Ardex |[5-10]% | |* based on
    volume. Source: Saint-Gobain.

   45) The data in the above table are estimates provided by the Notifying Party based on  the  official  statistical  data,  reports  of  mortar
       producers, trade associations, publications from other trade associations, published accounts  of  the  competitors  and  internal  market
       intelligence. Responses obtained in the market investigation, including certain data supplied by Sika, generally confirm  these  estimates
       regarding both the Parties' and their competitors' relative positioning on the market. However,  in  the  instances  of Denmark,  Finland,
       Norway, Spain, Sweden and the United Kingdom, the market investigation indicated that the Notifying Party might  have  underestimated  the
       Parties market shares in paste premix mortars overall and paste façade mortars. The  Commission  took  this  into  account  and  therefore
       conducted a more comprehensive qualitative investigation of these markets by means of calls and questionnaires with respondents  in  these
       countries. This additional investigation indicated that the expected increments in the market shares  of  the  combined  entity  would  be
       minimal and in any case not exceed 10%.

       A. Belgium

   46) The only affected market arises in dry tile fixing mortars. The Parties’ combined  share  of  supply  is  moderate  ([20-30]%)  while  the
       increment resulting from the Transaction is small ([0-5]%). Sika does not  have  a  production  plant  in  Belgium  and  all  mortars  are
       transported from plants located in other European countries (Sika's closest plants are located in Germany and France).

   47) In Belgium, the combined entity is the market leader in dry tile fixing mortars, followed by Mapei ([10-20]% market share) and Omnicol ([5-
       10]% market share). Other competitors include PTB ([5-10]% market share) and Ardex ([0-5]% market share) as well as a  number  of  smaller
       local producers.

   48) In view of the small market share increment, the fact that several relatively strong competitors will remain post-transaction, the ease of
       switching the suppliers and absent concerns brought to  the  Commission's  attention  during  the  market  investigation,  the  Commission
       considers that the Transaction does not give rise to serious doubts in relation to dry tile fixing mortars in Belgium.

       B. Czech Republic and Slovakia

   49) In Czech Republic, affected markets arise in dry premix mortars overall ([30-40]% combined market share), dry construction ([30-40]%)  and
       dry tile-fixing mortars ([20-30]%). In Slovakia, the affected market arises in dry mortars overall with a combined market  share  of  [20-
       30]%. Sika operates a dry mortar plant in Czech Republic.

   50) In Czech Republic, the combined entity is the market leader in all mortar types. In Slovakia Baumit is a  market  leader  in  dry  mortars
       overall. The new entity will continue to be constrained by a large number of competing suppliers in both areas such as Baumit ([5-10]-[10-
       20]% depending on the mortar subcategory in Czech Republic and [30-40]% in dry construction in Slovakia), Lasselsberger ([10-20]% in Czech
       Republic and [0-5]% in Slovakia), BASF ([5-10]% in Czech Republic and [5-10]% in Slovakia), Mapei ([5-10]-[10-20]% in Czech  Republic  and
       [5-10]% in Slovakia) as well as several other smaller mortar producers such as Knauf ([5-10]% in Czech Republic and [0-5]%  in  Slovakia),
       Henkel ([0-5]-[5-10]% in Czech Republic and [5-10]% in Slovakia) and Remmers ([0-5]-[5-10]% in Czech Republic).

   51) In view of the number of competitors remaining post-transaction, the ease of switching  suppliers  and  absent  concerns  brought  to  the
       Commission's attention during the market investigation, the Transaction does not give rise to serious doubts concerns with regards to  dry
       premix mortars overall, dry construction and dry tile-fixing mortars in Czech Republic and dry mortars overall in Slovakia.

       C. Denmark

   52) In Denmark, the affected market arises in the dry premix mortar overall and in the dry construction segments (combined  market  shares  of
       [20-30]% and [30-40]%). Sika does not operate a plant in Denmark and all of its mortars are  imported  from  other  European  plants  (the
       closest plant is in Germany).

   53) In Denmark, the combined entity is the market leader in dry premix mortars overall and in dry construction mortars.  The  combined  entity
       will continue to be constrained by a large number of competing suppliers such as LIP ([0-5]-[5-10]% depending on the mortar  subcategory),
       Alfix ([0-5]-[5-10]%) and Skalflex ([0-5]-[5-10]%). Other, smaller competitors include Bostik ([0-5]%), and Combimix  ([0-5]%),  STO  ([0-
       5]%) and PCI ([0-5]%). A competitor indicated that "In total there are around 10-12 mortar brands present on the Danish market".[29]

   54) In view of the presence of many strong local competitors, the ease of switching suppliers and absent concerns brought to the  Commission's
       attention during the market investigation, the Transaction does not give rise to serious doubts in Denmark  with  regards  to  dry  premix
       mortars overall and dry construction.

       D. Estonia

   55) The affected markets in Estonia arise in dry premix mortars overall and dry construction mortars ([20-30]% and  [50-60]%  combined  market
       share respectively with an increment of [0-5]%). Sika does not operate a plant in Estonia and all of its mortars are imported  from  other
       European plants (the closest plant is located in Germany).

   56) The combined entity is a market leader in Estonia in dry mortars overall and in dry construction mortars. There is  a  strong  competitive
       landscape in Estonia, including Sakret ([10-20]%), Knauf ([10-20]% in Estonia), Mira ([0-5]-[5-10]% in Estonia), Ceresit ([0-5]-[5-10]% in
       Estonia), and Kiilto ([0-5]-[5-10]% in Estonia).

   57) In view of the small increment, the strong competitive landscape including an array of local providers, the ease  of  switching  suppliers
       and absent concerns brought to the Commission's attention during the market investigation, the Transaction does not give rise  to  serious
       doubts for dry premix mortars overall and dry construction mortars in Estonia.

       E. Latvia and Lithuania

   58) In Latvia, the affected markets arise in dry construction mortars and dry premix mortars overall ([20-30]% and  [20-30]%  combined  market
       share with an increment of [0-5]% and [0-5]% respectively). In Lithuania, the affected market arises in dry construction mortars ([20-30]%
       combined market share with an increment of [0-5]%). Sika does not operate a plant in Latvia or  Lithuania  and  all  of  its  mortars  are
       imported from other European plants (the closest plant is located in Germany).

   59) In Latvia, the strongest market player in dry premix mortars overall and in dry construction mortars is Knauf. In Lithuania, the  combined
       entity is market leader in dry construction mortars. There is a strong competitive landscape in Latvia  and  Lithuania,  including  Sakret
       ([15-20]% in Latvia, [5-10]-[10-20]% in Lithuania), Knauf ([30-40]% in Latvia, [10-20]% in Lithuania), Mira ([0-5]%  in  Latvia),  Ceresit
       ([0-5]% in Latvia, [10-20]% in Lithuania), Mapei ([0-5]% in Latvia), Kreisel ([5-10]-[10-20]% in Lithuania), Baumit ([5-10]% in Lithuania)
       and Kiilto ([5-10]% in Latvia). During market investigation a competitor indicated: "Typically, in Lithuania, Latvia and Poland  there  is
       plenty of local suppliers who offer cheap products, therefore it is harder to be competitive on  these  markets.  In  other  countries  as
       Sweden and Estonia, products are more expensive".[30]

   60) In view of the small increment, the existence of a number of local suppliers, the ease of switching suppliers and absent concerns  brought
       to the Commission's attention during the market investigation, the Transaction does not give rise to serious doubts for  dry  construction
       and dry premix mortars overall in Latvia and dry construction mortars in Lithuania.

       F. Finland

   61) Affected markets arise in dry premix mortars overall ([40-50]% combined market share), dry construction and dry tile-fixing mortars  ([40-
       50]% and [30-40]% combined market share respectively). Sika does not have a local plant in Finland and all of its products  are  important
       from a plant in Germany and transported over 1000km.

   62) In Finland, the combined entity is a market leader in dry premix mortars  overall  and  in  dry  construction  mortars.  Nonetheless,  the
       combined entity will continue to be constrained by a large number of competing suppliers in both both type of mortars, such as Fescon ([10-
       20]% for dry premix mortars; [10-20]% for dry construction mortars), Kiilto ([10-20]% for dry premix mortars; [5-10]% for dry construction
       mortars), Ardex ([5-10]% for dry premix mortars; [5-10]% for dry construction mortars) STO ([5-10]% for dry premix mortars; [0-5]% for dry
       construction mortars), Knauf ([0-5]% for dry premix mortars; [0-5]% for dry construction mortars) among others.

   63) In the dry tile fixing segment, the Parties’ combined share of supply will be moderate ([30-40]%) and the  increment  resulting  from  the
       Transaction will be modest ([10-20]%). Further, the combined entity will continue to  be  constrained  by  a  large  number  of  competing
       suppliers such as Kiilto ([20-30]%), Ardex ([10-20]%), Mapei ([10-20]%), as well as a number of other smaller players.

   64) In dry tile fixing mortars Kiilto is the strongest player. The market investigation confirmed that even though the  Parties  will  have  a
       high combined market share, there are many alternative producers, both local and international. Saint-Gobain is perceived as a very strong
       player, however Sika is one of the smaller suppliers, even though its market share has been constantly rising since a couple of years.[31]

   65) Both the average capacity utilisation rate in Finland ([50-60]%) and the Parties’ share of capacity are modest ([50-60]%).

   66) In view of Sika's limited importance on the Finnish market and its lack  of  local  presence,  the  fact  that  a  significant  number  of
       competitors will remain in the market post-transaction, taking into account that switching suppliers appears easy in  these  markets,  and
       absent concerns brought to the Commission's attention during the market investigation, the Transaction  does  not  give  rise  to  serious
       doubts in Finland with regards to dry premix mortars overall, dry construction and dry tile-fixing mortars.

       G. France and Germany

   67) Affected are five markets in France: dry premix mortars overall ([20-30]% combined  market  share,  with  an  increment  of  [0-5]%),  dry
       construction ([20-30]% combined market share with an increment of [5-10]%), dry  tile-fixing  ([20-30]%  combined  market  share  with  an
       increment of [5-10]%), paste mortars overall ([20-30]% combined market share  with  [0-5]%  increment)  and  paste  tile-fixing  ([20-30]%
       combined market share with [5-10]% increment).

   68) In Germany, affected markets arise in dry premix mortars overall ([20-30]% combined  market  share  with  an  increment  of  [0-5]%),  dry
       construction ([20-30]% combined market share with an increment of [5-10]%) and paste tile-fixing ([20-30]% combined market share  with  an
       increment of [0-5]%). Sika operates three mortar plants in France and two in Germany.

   69) In France, the combined entity is a market leader in all mortar subcategories. In Germany, the combined entity is the  strongest  supplier
       in dry mortars and Sika and PCI Augsburg are market leaders in paste tile  fixing  mortars.  The  combined  entity  will  continue  to  be
       constrained by a large number of competing suppliers in all markets, including in France Parex Lanko (market share in between [10-20]-[20-
       30]% depending on the mortar category), PRB  ([5-10]-[10-20]%),  Mapei  ([5-10]-[10-20]%),  STO  ([5-10]-[10-20]%),  VPI  ([0-5]-[5-10]%),
       Desvres ([0-5]-[10-20]%) , STO ([5-10]-[10-20]%), and in Germany Caparol ([0-5]-[5-10]%), Knauf ([5-10]-[10-20]%), PCI Augsburg ([0-5]-[20-
       30]%), Ardex ([0-5]-[5-10]%), Quick mix ([0-5]%-[5-10]%), STO ([0-5]-[5-10]%) and Baumit ([0-5]-[5-10]%) as well  as  a  number  of  other
       smaller players.

   70) In view of the generally small increments in market shares, the strong competitive landscape in both Member States, the ease of  switching
       suppliers and absent concerns brought to the Commission's attention during the market investigation, the Transaction does not give rise to
       serious doubts with regard to dry premix mortars overall, dry construction, dry tile-fixing, paste mortars overall and  paste  tile-fixing
       mortars in France and with regard to dry premix mortars overall and dry construction markets in Germany.

       H. The Netherlands

   71) In the Netherlands the affected market arises in dry premix mortars overall ([20-30]% combined market share), dry  construction  ([20-30]%
       combined market share) and dry tile-fixing mortars ([20-30]% combined market share).  Sika does not operate a plant in the Netherlands and
       its mortars are imported from other European plants (the closest mortar plant of Sika is located in Germany).

   72) In the Netherlands, the combined entity is the market leader in premix mortars overall and dry construction and Eurocol is  market  leader
       in dry tile fixing. The combined entity will continue to be constrained by a large number of competing suppliers such as Eurocol  ([5-10]%
       in dry mortars overall, [0-5]% in dry construction, and [30-40]% in dry tile fixing), Omnicol [0-5]%, [0-5]% and  [10-20]%  respectively),
       EBC-COBA ([5-10]%, [5-10]% and [5-10]% respectively), Knauf ([5-10]% in dry mortars overall and [10-20]% in dry  construction)  and  Remix
       ([5-10]% and [5-10]% respectively) as well as many other smaller players.

   73) Furthermore, the combined capacity of the Parties represents only [20-30]% of the available capacity in the Netherlands  and  the  average
       utilisation rate in the Netherlands is low ([40-50]%).

   74) In particular for the Netherlands, the market investigation showed that whereas Saint-Gobain has a wide range of cheaper products, Sika is
       perceived as a highly specialised producer of mortars. Sika's products are generally not seen as substitutable with Saint-Gobain's mortars
       and the Parties are therefore not perceived as close competitors.[32]

   75) In view of Sika's limited presence in dry construction and dry premix mortars overall, the limited presence of Saint-Gobain in  dry  tile-
       fixing, a large number of competitors, the ease of switching suppliers and given  that  no  concerns  were  brought  to  the  Commission's
       attention during the market investigation, the Transaction does not give rise to serious doubts in the Netherlands for dry premix  mortars
       overall, dry construction and dry tile-fixing mortars..

       I. Norway

   76) Affected markets arise in dry premix mortars overall (combined market share [30-40]% with an increment of [5-10]%), dry construction ([30-
       40]% combined market share and increment of [5-10]%), dry tile-fixing ([20-30]% combined market share with an increment  of  [5-10]%)  and
       paste mortar overall ([40-50]% with an increment of below [0-5]%). Sika does not operate a plant in Norway,  and  sources  product  either
       from other European plants (the closest mortar plant of Sika is located in Germany) or through a  toll  manufacturing  agreement  for  the
       production of mortars.

   77) In Norway, the combined entity is the market leader in dry premix mortars overall, dry construction and paste mortars overall. In dry tile
       fixing Mapei has the strongest position ([20-30]%). There are a number of competitors in Norway including Mapei  ([5-10]%-[20-30]%  market
       share depending on the mortar category), Hey’di ([10-20]%), STO ([0-5]% – [30-40]%), Jotun ([0-5]% – [10-20]%), Forsand ([0-5]%)  and  BMC
       ([0-5]%) and many more smaller players among others.

   78) Some respondents to questionnaires in the market investigation indicate that Saint-Gobain has a very  strong  position  on  the  Norwegian
       market thanks to the location of a production plant allowing Saint-Gobain to transport mortars to the north of the  country,  where  other
       suppliers have problems delivering due to high transport costs. However, as Sika does not have a  production  plant  in  Norway  and  also
       experiences problems for delivery into North Norway, the effects of the proposed transaction on the position of Saint-Gobain in the  north
       of the country will be, if at all, limited.

   79) However, the responses to the market investigation also showed that the Parties have different distribution channels: Saint-Gobain  mainly
       sells via distributors while Sika sells to end-customers directly. Furthermore, while Saint-Gobain is a very strong competitor with a full
       range of products, a distributor confirmed that Sika offers rather specialist/niche products which also tend to be more expensive.[33]  In
       this light, in Norway the transaction will seem to have a rather complementary character.

   80) In view of the limited increments in market shares, the presence of alternative suppliers and the  ease  of  switching  suppliers  in  the
       relevant product markets, the Transaction does not give rise to serious doubts in Norway with regard to dry premix  mortars  overall,  dry
       construction, dry tile fixing and paste mortars overall.

       J. Portugal

   81) In Portugal affected markets arise in dry premix mortar overall ([30-40]% combined market  share),  dry  construction  ([20-30]%  combined
       market share), dry tile-fixing ([50-60]% combined market share with an increment of [0-5]%),  paste  mortars  overall  ([30-40]%  with  an
       increment of [0-5]%) and paste façade ([20-30]% combined market share with an increment of [0-5]%).

   82) The combined entity will be the market leader in all relevant mortar markets in Portugal. Yet, it faces competition from Fassa Bortolo ([5-
       10]%–[10-20]% market share depending on mortar subcategory), LusoMapei ([0-5]% – [10-20])%), Secil Argamassas  ([0-5]-[5-10]%),  IRP  ([5-
       10]%) and Diera ([0-5]-[5-10]%) as well as other smaller players.

   83) Furthermore, the combined capacity of the Parties represents only  [10-20]%  of  the  available  capacity  in  Portugal  and  the  average
       utilisation rate of the remaining competitors is low ([20-30]%).

   84) In view of the small increments, the significant number of competitors present on the market, the ease of switching suppliers, large spare
       production capacities in the market and no concerns raised during the market investigation, the Transaction does not give rise to  serious
       doubts in Portugal with regard to dry premix mortars overall, dry construction, dry tile-fixing and paste mortars overall.

       K. Spain

   85) In Spain, affected markets arise in dry premix mortars overall ([20-30]% combined market share) and  dry  tile-fixing  ([30-40]%  combined
       market share with an increment of [0-5]%). Sika operates two dry mortar plants in Spain and  one  paste  mortar  plant  in  Portugal.  Dry
       mortars are imported to Portugal from other European plants (the closest mortar plant of Sika is located in Spain).

   86) In Spain, the combined entity will be the market leader in dry premix mortars overall and in dry tile-fixing.  The  competitors  in  Spain
       include Puma ([5-10]% and [10-20]% respectively), Mapei ([5-10]% and  [5-10]%),  Kerakoll  ([0-5]%  and  [10-20]%  respectively),  Cemento
       Portland [0-5]% in dry premix mortars overall), Cemex ([5-10]% and [0-5]% in respectively), Parex ([0-5]% and [0-5]%), Gecol  ([0-5]%  and
       [0-5]%), Lafarge, Cemerksa and Propamsa.

   87) The results to the market investigation broadly confirm that the competitors also have spare capacities in Spain.[34]

   88) In view of the small increments, the strong competitive landscape, the ease of switching suppliers, large spare production  capacities  in
       the market and as no concerns were brought to the Commission's attention during the market investigation, the Transaction  does  not  give
       rise to serious doubts in Spain with regard to dry premix mortars overall and dry tile-fixing mortars.

       L. Sweden

   89) Affected markets arise in dry premix mortars overall ([30-40]% combined market share with [5-10]% increment), dry  construction  ([40-50]%
       market share with [5-10]% increment), dry tile-fixing ([20-30]% market share), paste mortars overall ([40-50]% with [0-5]% increment)  and
       paste tile-fixing mortars ([20-30]% combined market share). Sika does not have a plant in Sweden and all of its mortars are  sourced  from
       its European plants (the closest mortar plant of Sika is located in Germany) or, to a limited extent, from a local toll manufacturer.

   90) In Sweden, the combined entity will be the market leader in all of the above mortar markets. However, there are many alternative suppliers
       of mortars in Sweden, including many strong local manufacturers. Competitors in dry mortars include Finja  ([0-5]%-[10-20]%  market  share
       depending on mortar subcategory), STO ([5-10]%), Combimix ([5-10]%-[10-20]%), Bostik ([5-10]%-[10-20]%), TM Progress ([5-10]%)  and  Ardex
       ([0-5]%–[10-20]%) for dry mortars as well as Finja ([10-20]%), Combimix ([10-20]%), STO ([10-20]%),  Ardex  ([0-10]%)  as  well  as  other
       smaller players in paste mortars.

   91) Sika does not have a local plant in Sweden and a major part of its  mortars  are  transported  from  a  plant  in  North  Germany.  Market
       investigation confirmed that many competitors supply Sweden from the neighbouring countries. One competitor who has production plants in a
       neighbouring country explained that export to other Nordic countries is easier thanks to similar  customers'  characteristics  within  the
       Scandinavian area, and to relatively close distance.[35]

   92) The respondents to the market investigation confirmed that there are many other suppliers present with a broad range  of  mortars  on  the
       market.[36] A customer of tile-fixing mortars indicated that "Sweden is a small market but rather open with many suppliers available, such
       as Mapei, Ardex, LIP, Alfix or Mira, who all offer tile fixing mortars of similar price and quality".[37]

   93) No concerns were brought to the Commission's attention during the market investigation. In view of small increments in  market  shares  in
       dry mortars overall, dry construction and paste mortars overall, and considering that the competitive landscape is strong and that  Sika's
       products are predominantly imported from Germany, and with regard to the ease of switching suppliers in these market, the Transaction does
       not give rise to serious doubts in Sweden with regard to dry premix mortars overall, dry  construction,  dry  tile-fixing,  parte  mortars
       overall and paste tile-fixing mortars.

       Hypothetical regional markets around Sika's plants

   94) The Notifying Party submitted market share estimates based on three  hypothetical  regional  markets  for  mortars  drawn  within  certain
       distance from Sika's plants: (i) comprising an area within a 250km radius around Sika's plants, (ii) an area within a 120km radius  around
       Sika's plant and (iii) an area within a 120km radius from the middle of the line  connecting  Sika's  and  Saint-Gobain's  plants  located
       closer than 250km from one another (mid-point approach).

   95) Under these hypothetical approaches, affected markets would arise in one or more mortar subcategories in the regions of  Damville  (up  to
       [30-40]%), Gournay-en-Bray (up to [30-40]%), Modrice (up to [30-40]%), Leimen (up to [20-30]%), Rosendahl (up to  [20-30]%),  Capusu  Mare
       (up to [20-30]%), Alconbendas (up to [30-40]%), Burgos (up to [20-30]%) and Welwyn Garden City (up to [30-40]%).

   96) The competitive assessment for each of these regions would be no different from the analysis on national level. In all of these regions, a
       number of international and local competitors are present offering a wide portfolio of mortar products and  having  significant  capacity.
       For instance, the competitors in Modrice include Baumit, Atlas, Cemix, Ceskomoravsky, Hasit and more than 25  small  local  producers.  In
       Damville and Gournay-en-Bray, the competitors include Bostik, Cantillana, Cermix, Mapei and  Parexlanko.   In  Leimen  and  Rosendahl  the
       competitors include Baumit, Knauf, Quick-mix, Sakret, Schwenk   and  more  than  fifty  smaller  local  producers.  In  Capusu  Mare,  the
       competitors include Baumit, Henkel, Knauf, Adeplast, Hasic and more  than  ten  other  local  producers.  In  Alcobendas  and  Burgos  the
       competitors include Cemex, Hocim, Parex, Portland, Puma and above 15 smaller local producers.  In  Welwyn  Garden  City,  the  competitors
       include Euromix, Hanson, Ardex, Basf, Henkel and above ten smaller local producers. Equally, the respondents to the  market  investigation
       did not raise any merger specific concerns for any of these areas.

   97) In addition, as explained above, radii-based areas are unlikely to be the appropriate geographic scope for the assessment of  the  effects
       of the Transaction as the increment from Sika mostly relates to specialty mortars that tend to be transported over much larger distances.

   98) Finally, the respondents to the market investigation did not raise any merger specific concerns for any of these areas.

4 Conclusion on mortars

   99) In view of the above, the Commission concludes that the proposed transaction does not give rise to serious doubts as to its  compatibility
       with internal market with respect to mortars under any plausible market definition set out above.

2 Construction chemicals and chemical products

  100) Construction chemicals and chemical products include an array of various chemicals used in construction or other industries.

  101) In past decisions the Commission dealt with a number of construction chemicals such as concrete and mortar admixtures, [38] primers, resin-
       based injection materials and PU foam-based systems,[39] waterproofing foils,[40]  concrete  roofing  tiles,[41]  flooring  solutions,[42]
       silicone sealants,[43] and coatings[44].

  102) The activities of the Parties overlap in relation to a number of construction chemicals markets, while  affected  markets  arise  only  in
       relation to chemical admixtures for concrete/mortars, concrete works (primers), waterproofing (acrylic liquid waterproofing membranes  and
       liquid bituminous membranes for waterproofing), industrial flooring and automotive glass adhesives.

1 Chemical admixtures for concrete and mortar

       Relevant product market

  103) In previous decisions dealing with concrete and mortar admixtures, the Commission has  concluded  that  chemical-based  and  mineral-based
       admixtures belong to distinct product markets due to their different product characteristics, the important price differences,  the  lower
       performance of mineral-based admixtures and the difference in technology and quality.[45]

  104) When analysing chemical concrete admixtures, the Commission considered that it would not be appropriate  to  make  a  further  distinction
       based on the individual type of admixtures (such as mortar and concrete admixtures). This is because, as confirmed by the Commission's the
       market investigation in a specific case, customers typically source the entirety of the admixtures they require from one single  supplier,
       which suggests that  there  is  a  high  degree  of  supply  side-substitutability  between  the  different  types  of  chemical  concrete
       admixtures.[46]

  105) In the light of the foregoing, the Commission will consider the following  product  markets  in  its  assessment  of  the  impact  of  the
       Transaction on competition: the market for chemical-based mortar and concrete admixtures and the market for mineral-based admixtures.

       Geographic market definition

  106) The Commission has left open whether the relevant geographic market  would  be  EEA-wide  or  possibly  smaller.[47]  In  this  light  the
       Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of  national  markets  as  the
       narrowest plausible market definition.

       Competitive assessment

  107) In chemical admixtures for concrete and mortar, affected markets arise in Belgium and Spain.

  108) Sika's market share in Belgium and Spain are in the range of 25-35%, whereas Saint-Gobain's market share is well below 1%.

  109) There is a large number of competitors present in this market, including the large players such as BASF (25-30% market share), Mapei  (10-
       15% market share) and Grace (10-15% market share) as well as a number of smaller players  including  Ronacrete,  Remix  Droge  Mortel  BV,
       Bruil, Dyckerhoff, Lafarge and Tekom.

  110) The responses to the market investigation suggest that Saint-Gobain is not known as a supplier  of  chemical  admixtures  for  mortar  and
       concrete.

  111) In view of the small increments and the strong competitive landscape in the Belgian  and  Spanish  markets  for  chemical  admixtures  for
       concrete and mortar, and as far as these relevant markets are concerned, the Transaction does not give rise to serious doubts  as  to  its
       compatibility with the internal market.  In  addition,  no  concerns  were  brought  to  the  Commission's  attention  during  the  market
       investigation in relation to these markets.

2 Concrete works

       Relevant product market

  112) Up to date, the Commission has not analysed the market for concrete works or any of its potential subsegments.

  113) The Notifying Party submits that the concrete works should be divided along the following lines: injection resins, polymer concrete, resin-
       based   grouts,   anchoring   resins,   bonding    agents,    primers,    impregnations,    corrosion    protection/control,    structural
       reinforcing/strengthening, ancillaries (cleaners, release agents etc.).

  114) The Commission will consider each of these categories of concrete works as a distinct product market in the assessment of the Transaction.

       Geographic market definition

  115) Although, the Commission has not investigated the market for concrete works in the past,  the  Commission  considered  that  the  relevant
       geographic market could be at least EEA-wide in a previous decision on resin-based injection materials and PU foam-based systems.[48]

  116) However, the Commission considers it appropriate to carry out the competitive assessment of the  Transaction  on  the  basis  of  national
       markets for concrete works.  This appears to be the narrowest plausible market definition in this case.

       Competitive assessment

  117) No affected markets arise at the EEA – wide market. Affected markets arise in a number of subcategories within the concrete  works  group,
       however in most categories the market share of Saint-Gobain is well below [0-5]%. The only markets where the  share  of  both  Parties  is
       substantial include the supply of primers in Finland, Czech Republic and Slovakia.

  118) According to the Notifying Party, in Czech Republic, the combined market share amounts to [30-40]%, with  an  increment  of  [0-5]%.  Main
       competitors include Baumit ([10-20]% market share), Mapei ([5-10]%), Henkel ([5-10]%), Caparol ([5-10]%), Knauf  ([5-10]%),  STO  ([0-5]%)
       and BASF ([0-5]%). In Finland, the combined market share amounts to [20-30]% with an increment of [0-5]%.  The  main  competitors  include
       Tikkurila ([30-40]% market share), BASF ([10-20]%), STO ([0-5]%), Henkel ([0-5]%) and Mapei ([0-5]%). In  Slovakia,  the  combined  market
       share is estimated at [20-30]% with an increment of [0-5]%. Main competitors are Baumit ([20-30]% market share), Mapei  ([5-10]%),  Henkel
       ([5-10]%), Ardex ([5-10]%), Caparol ([5-10]%), Knauf ([5-10]%), STO ([0-5]%) and Uzin ([0-5]%).

  119) During the market investigation no competition concerns were brought to the Commission's attention with  respect  to  concrete  works  and
       primers in particular.

  120) In view of the small increments, strong competitive landscape  and  absent  concerns  on  the  part  of  the  respondents  to  the  market
       investigation, the Transaction does not give rise to serious doubts as to its compatibility with the internal market, in relation  to  the
       markets for concrete works and primers in particular, in Finland, Czech Republic and Slovakia.

3 Waterproofing

       Relevant product market

  121) The Notifying Party submits that waterproofing should be divided into  following  categories:  acrylic  liquid  membrane  (under  tiling),
       acrylic liquid membrane (other applications), PU liquid membrane, epoxy liquid membrane, bitumen (liquid), bitumen felts, PVC/TPO  bonding
       sheets, other non-liquid membranes (foils, tapes etc.), PU injection resins, damp proofing injection, epoxy injection system.

  122) The Commission has to date not assessed in detail the markets including  waterproofing  products.  In  Renolit/Solvay[49]  the  Commission
       identified waterproofing foils as a separate segment but ultimately left the market definition open.

  123) The following distinct product markets appear to be the narrowest plausible for the  assessment  of  the  impact  of  the  Transaction  on
       competition: the markets for acrylic liquid membrane (under tiling), acrylic liquid membrane (other  applications),  PU  liquid  membrane,
       epoxy liquid membrane, bitumen (liquid), bitumen felts, PVC/TPO bonding  sheets,  other  non-liquid  membranes  (foils,  tapes  etc.),  PU
       injection resins, damp proofing injection, epoxy injection system.

       Geographic market definition

  124) In previous decisions, the Commission concluded that the market for industrial foils and potential sub-segments was at least  EEA-wide  in
       scope.[50] The Notifying Party submits that the same applies for the entirety of waterproofing applications where the Parties’  activities
       overlap.

  125) However, the Commission considers it appropriate to carry out the competitive assessment of the  Transaction  on  the  basis  of  national
       markets as this would be the narrowest plausible market definition.

       Competitive assessment

  126) No affected markets arise at the EEA level. The Notifying Party submits that affected markets arise  in  acrylic  liquid  membrane  (under
       tiling) in France (combined market share of [20-30]% with an increment of [0-5]%), Sweden (combined market share of [20-30]%) and  Finland
       (combined market share of [30-40]%) as well as in epoxy liquid membrane in Germany ([20-30]% combined market share with an increment of [0-
       5%) and Luxembourg (which is estimated to feature a similar market structure to Germany).

  127) The main competitors in acrylic liquid membrane include Kiilto ([20-30]% market share), Ardex ([10-20]%),  Mapei  ([5-10]%)  and  Ceresit-
       Henkel ([0-5]%) in Finland, Parex ([20-30]%), Desvres ([10-20]%) and Mapei ([10-20]%) in France and Bostik ([20-30]%),  Ardex  ([10-20]%),
       Hey'di ([10-20]%), BASF-PCI ([5-10]%) and Mapei ([5-10]%) in Sweden. For liquid bituminous membranes the main competitors include  Remmers
       ([10-20]%), MC Bauchemie ([10-20]%), BASF ([5-10]%), Schomburg ([5-10]%), Baumit ([5-10]%), Henkel  ([5-10]%)  and  Koester  ([5-10]%)  in
       Germany. There is no exact market data available for Luxembourg, however the  competitors  present  in  Luxembourg  in  liquid  bituminous
       membranes and their market shares are similar as in Germany.

  128) During market investigation the respondents did not raise any concerns with respect to any product in the waterproofing  category  in  the
       affected countries. Furthermore, Saint-Gobain does not appear to be known as an important supplier of waterproofing.

  129) In view of the strong competitive landscape and given that no concerns were brought  to  the  Commission's  attention  during  the  market
       investigation, the Transaction does not give rise to serious doubts as to its compatibility with the internal market, in relation  to  the
       markets for acrylic liquid membranes under tiling in France, Sweden and Finland as well as the  markets  for  epoxy  liquid  membranes  in
       Germany and Luxembourg.

4 Industrial flooring

       Relevant product market

  130) The Commission has to date not assessed in detail the product  market  including  industrial  resinous  flooring  solutions.  However,  in
       Paribas/JDC Sarl/Gerflor,[51] the Commission identified the existence of four main flooring products – parquet,  PVC  (vinyl),  tiles  and
       carpets  –  and  suggested  that  floor  coverings  for  private  and  commercial  use  might  constitute  separate  product  markets.  In
       BASF/Degussa,[52] the Commission suggested that indoor and outdoor sports  floorings  constitute  separate  product  markets  due  to  the
       different input materials, know-how and producers.

  131) In the light of the foregoing, the Commission will consider the product markets for various industrial flooring (separately for epoxy, MMA
       and vinyl ester, PU and others) in its assessment of the impact of the Transaction on competition.

       Geographic market definition

  132) In previous decisions, the Commission has considered that the markets for different flooring  products  are  at  least  EEA-wide,  but  it
       ultimately left the question open.[53]

  133) In this light the Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of  national
       markets as the narrowest plausible market definition.

       Competitive assessment

  134) Affected markets in industrial flooring arise in Austria, Germany, Netherlands and Spain for the overall category. Whereas Sika's sales in
       each of those countries exceed [20-30]%, the sales by Saint-Gobain are marginal (well under [0-5]%).

  135) Further, sales of Saint-Gobain in industrial flooring are exclusively generated by the sale of  products  that  are  manufactured  by  and
       sourced from third-party suppliers, and only resold by Saint-Gobain under a private label.

  136) The Notifying Party submits that there is a large number of companies that manufacture and distribute comparable products in the EEA.  The
       main competitors as regards resinous industrial flooring based on epoxy in the EEA are BASF (10-15% market share EEA-wide),  MC  Bauchemie
       (10-15% market share) as well as a number of smaller producers: Flowcrete UK Ltd  (RPM  International),  Uzin,  Mapei,  Schomburg,  Altro,
       Unipro, Eradur AB, Tikkurila, Hesselberg, Remmers and Lena. The main competitors in the area of PU industrial flooring solutions are  BASF
       (10-20% market share-EEA wide), as well as a large number of smaller producers including Flowcrete, Uzin, Mapei, Murexin,  Altro,  Unipro,
       Eradur AB, Tikkurila, Hesselberg and Remmers.

  137) During market investigation the respondents did not express any competition concerns  with  respect  to  any  product  in  the  industrial
       flooring category in the affected countries. Furthermore, Saint-Gobain does  not  appear  to  be  known  as  an  important  competitor  in
       industrial flooring.

  138) In view of the limited increments, the relatively strong competitive landscape and  as  no  concerns  were  brought  to  the  Commission's
       attention during the market investigation, the Transaction does not give rise to serious doubts as to its compatibility with the  internal
       market in relation to the markets for industrial flooring and its subcategories in Austria, Germany, Netherlands and Spain.

5 Automotive glass adhesives and surface treatment products

       Relevant product market

  139) Automotive glass adhesives are PU-based and primarily used to fix windscreens and backlights to the car  body.  Glass  surface  treatments
       products are used before the adhesive is applied to the glass in order to improve  the  adhesive’s  performance.  They  include  cleaners,
       surface activators and primers.

  140) The Notifying Party defines the relevant product market as automotive glass adhesives  and  surface  treatment  products  including  glass
       cleaners, glass surface activators and glass primers.

  141) The Commission has at least in some cases looked separately at adhesives used in the automotive industry and more specifically at adhesive
       systems for automotive glass bonding.[54] In Dow/Rohm and Haas, the Commission found that a sub-segmentation of  the  overall  market  for
       automotive adhesives according to  sub-applications  and/or  adhesive  technologies  was  not  appropriate  due  to  the  high  degree  of
       substitutability of different adhesives and sealants in the automotive end uses.[55] In Dow/EniChem, the Commission assessed glass bonding
       systems for automotive applications separately distinguishing between  Original  Equipment  Manufacturers  ("OEMs")  and  the  independent
       aftermarket ("IAM").[56] In Henkel/Adhesives & Electronic Business, the Commission looked at industrial surface treatment  products  at  a
       more general level without distinguishing between individual products such as primers or activators.[57]

  142) In the light of the foregoing, the Commission will consider the following  product  markets  in  its  assessment  of  the  impact  of  the
       Transaction on competition: the market for glass cleaners, the market for surface activators and the market for primers.

       Geographic market definition

  143) As far as the geographic dimension is concerned, in Dow/EniChem, the Commission analysed glass bonding systems looking  only  at  the  EEA
       level due to the absence of technical standards or other regulatory  barriers  to  trade  within  Europe  for  automotive  components  and
       systems.[58] In Henkel/Adhesives & Electronic Business case, the Commission analysed surface treatment products on an EEA-wide basis.[59]

  144) In this light the Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of  the  EEA
       market.

       Competitive assessment

  145) Affected markets arise in the automotive glass adhesives and ancillary products for glass surface treatment overall as well as  separately
       on the EEA-wide market. The Notifying Party estimates Sika's market share in either segment at between 25-35%.

  146) Sika has a broad offering of glass adhesives for automotive applications as well as products for glass surface  treatment.  Its  adhesives
       for automotive glass bonding are mainly sold in the EEA under the brands Sikaflex® and SikaTack®. The main Sika  brands  in  the  EEA  for
       surface treatment products are (i) for cleaners: Sika® Cleaner and Sika® Remover;  (ii)  for  surface  activators:  Sika®  Aktivator,  and
       (iii) for primers: Sika® Primer. The Notifying Party estimates Sika's EEA share at around 25%-35%.

  147) Saint-Gobain does not manufacture automotive glass adhesives and ancillary products for glass  surface  treatment.  Saint-Gobain  is  thus
       active in the resale of automotive glass adhesives and glass surface treatment products on the IAM  sourced  from  third-party  suppliers.
       Saint-Gobain’s private label sales of automotive glass adhesives, glass primers and glass cleaners in the EEA slightly exceeded  EUR  […]m
       in 2014. Saint-Gobain estimates that its share of supply related to its private label sales  at  EEA  level  is  negligible  whatever  the
       product segmentation (automotive glass adhesives, glass primers and glass cleaners) applied (below [0-5]%). On  the  national  level,  the
       Notifying Party estimates to have a substantial market share in Estonia ([10-20]%), Finland ([10-20]%) and Greece ([5-10]%).

  148) The leading players in glass adhesives for automotive applications as well as products for glass surface treatment  in  the  EEA  are  Dow
       Chemical ([30-40]% market share), Henkel, particularly with its Teroson range of products ([10-20]%) and Dinol ([10-20]%) and Sika.  Other
       important EEA producers in this area are EFTEC AG and Le Joint Français (particularly with its Totalseal product range).

  149) The responses to the market investigation indicated that while Sika is an established  manufacturer  of  automotive  glass  adhesives  and
       ancillary products for glass surface treatment, Saint-Gobain is not recognized as an important competitor in this market. Furthermore,  no
       competition concerns were brought to the Commission's attention during market investigation.

  150) In view of Saint-Gobain's marginal presence in the automotive glass adhesives and ancillary products for glass surface  treatment,  strong
       competitive landscape and no concerns raised during the market investigation, the Transaction does not give rise to serious doubts  as  to
       its compatibility with the internal market, in relation to the markets for automotive glass adhesives and  ancillary  products  for  glass
       surface treatment EEA-wide.

6 Conclusion on construction chemicals and chemical products

  151) In view of the above, the Commission concludes that the Transaction does not give rise to serious doubts  as  to  its  compatibility  with
       internal market with respect to construction chemicals under any plausible product or geographic market definition set out above.

2 Vertical effects

  152) The Transaction gives rise to a number of vertically affected markets in the following areas:

       (i) the production and supply of gypsum adhesives by Sika (upstream) and the production and supply of plaster and plasterboard  by  Saint-
       Gobain (downstream),

       (ii) the production and supply of automotive glass surface adhesives and surface treatment products  by  Sika  (upstream)  and  automotive
       glass replacement services by Saint-Gobain (downstream),

       (iii) the production and supply of insulation glass sealants by Sika  (upstream)  and  the  production  and  supply  of  insulation  glass
       production by Saint-Gobain (downstream),

       (iv) the production and supply of glass fibre veil by Saint-Gobain (upstream) and the production and supply of building chemicals by  Sika
       (downstream) and

       (v) the production and supply of glass fibre mesh for mortar reinforcement by Saint-Gobain (upstream) and the  production  and  supply  of
       premix mortars by Sika (downstream).

  153) In addition, the Transaction gives rise to a vertically affected market in the production and supply of mortars and construction chemicals
       by Sika (upstream) as well as in the market for distribution of building material where Saint-Gobain is active (downstream).

1 Vertical overlaps between production of various building materials (construction chemicals)

1 Production and supply of gypsum adhesives  by  Sika  (upstream)  and  production  and  supply  of  plaster  and  plasterboard  by  Saint-Gobain
       (downstream)

(i)   Production and supply of chemical adhesives for gypsum

       Product market definition

  154) Gypsum is a mineral composed of calcium, sulphur bound to oxygen, and water. Calcined gypsum is the main  constituent  in  many  forms  of
       plaster. As a last production step, the addition of additives is necessary to provide the required performance of  gypsum  products  (e.g.
       controlled setting time, good workability, good bond to concrete, brick, plasterboard or tape, and water resistance).

  155) The Commission has so far not analysed the market for chemical gypsum  additives.  However,  in  the  BASF/Degussa  case,  when  analysing
       concrete admixtures, the Commission concluded that it would not be appropriate to  make  a  further  distinction  based  on  the  type  of
       admixture.[60]

  156) The Commission considers the production and supply of gypsum additives as a distinct product market for the purposes of the assessment  of
       the impact of the Transaction on competition.

       Geographic market definition

  157) In the BASF/Degussa case, the Commission left open whether the relevant geographic market for chemical concrete admixtures would  be  EEA-
       wide or possibly smaller.[61]

  158) The Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of both  national  markets
       and an EEA-wide market for the production and supply of gypsum additives.

(ii)  Production and supply of plaster and plasterboard/building plasters

       Product market definition

  159) Plaster is a gypsum-based powder that is mixed with water at the construction site to form a paste that is applied to a  hard  surface  to
       provide a better finish and smooth imperfections. Plasterboard is usually made of a flat sheet of gypsum sandwiched between two pieces  of
       heavy paper.

  160) In the past, the Commission has found that, in general, plaster is not a substitute for plasterboard, given the latter’s  costs,  handling
       advantages, and ease and speed of installation.[62] This position was largely endorsed by the  market  investigation  in  Saint-Gobain/BPB
       case, but the market definition was ultimately left open.[63] In Saint-Gobain/Maxit case, the Commission assessed separately  gypsum-based
       plasters for building applications and for the ceramics industry.[64]

  161) In the light of the foregoing and for the purpose of assessing the competitive impact of the Transaction,  the  Commission  considers  the
       production and supply of plasterboard and building plasters as two distinct product markets.

       Geographic market definition

  162) In the Saint-Gobain/BPB case,[65] the Commission defined the markets for the production and supply of plaster-based products  as  national
       in geographic scope. This approach was also followed in  the  Saint-Gobain/Maxit  case  as  regards  gypsum-based  plasters  for  building
       applications.[66]

  163) Also in this case, the Commission considers it appropriate to carry out the competitive assessment on the basis of national markets.

       Competitive assessment

  164) Saint-Gobain is an important producer of plasterboard and building plasters. Affected markets arise in various Member States, with  market
       shares regarding (i) plasterboard ranging from [30-40]% (in Italy) to [60-70]% (in Ireland) and (ii) building plasters ranging  from  [30-
       40]% (in Spain/Portugal) to [70-80]% (in Hungary).

  165) Major suppliers of plasterboard in the EEA are Knauf ([30-40]% market share), Siniat  (formerly  Lafarge  Plasterboard)  ([10-20]%  market
       share). Other significant players include Uralita (<5% market share) and Fassa Bortolo (<5% market share). Knauf and Siniat are also major
       suppliers of building plasters in the EEA ([30-40]% respectively [10-20]% market share), with Uralita and Fassa Bortolo also being  active
       in this market, with markets shares above [5-10]%.

  166) Sika is a rather minor supplier of gypsum additives with market share below [0-5]%, be it at the level of the  EEA  or  individual  Member
       States.

  167) The major suppliers of gypsum additives in the EEA are leading chemical groups such as AkzoNobel ([10-20]% market  share),  BASF  ([5-10]%
       market share), Dow Chemical ([10-20]% market share) and Evonik Degussa ([5-10]% market share).

  168) Customer foreclosure in the market for the production and supply of gypsum additives  appears  unlikely,  as  it  is  very  unlikely  that
       Saint–Gobain would have the incentive or the ability to successfully engage in any such strategy as the gypsum additives  used  by  Saint-
       Gobain for the production of plaster and plasterboard are mostly standard components used in a large variety  of  other  industries  (e.g.
       food, plastics, cosmetics, paper and clothing) and Saint–Gobain and the manufacturers of plasters/plasterboards in general thus  represent
       only a relatively small outlet for the gypsum additives.

2 Production and supply of automotive glass adhesives  and  ancillary  surface  treatment  products  by  Sika  (upstream)  and  automotive  glass
       replacement services of Saint-Gobain (downstream)

(i)   Production and supply of automotive glass adhesives and ancillary surface treatment products

       Product market definition

  169) Automotive glass adhesives are PU-based and primarily used to fix windscreens and backlights to the  car  body.  Glass  surface  treatment
       products are used before the adhesive is applied to the glass in order to improve  the  adhesive’s  performance.  They  include  cleaners,
       surface activators and primers.

  170) As explained in section 4.1.2.5. above, the Commission has analysed the adhesives used in the automotive industry (more  specifically  the
       adhesive systems for automotive glass bonding) as a distinct market in the past.[67] Also in its assessment of the competitive  impact  of
       the Transaction, the Commission will consider the product market for automotive glass adhesives  and  ancillary  surface  treatment  as  a
       relevant market.

       Geographic market definition

  171) As far as the geographic dimension is concerned, in Dow/EniChem case, the Commission analysed glass bonding systems by looking only at the
       EEA level due to the absence of technical standards or other regulatory barriers to trade within  Europe  for  automotive  components  and
       systems.[68]

  172) In this light the Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of  an  EEA-
       wide market.

(ii)  Production and supply of automotive glass

       Product and geographic market definition

  173) As regards processed automotive glass, the Commission  has  previously  distinguished  between  automotive  glass  supplied  to  OEMs  and
       replacement glass supplied to the IAMs.[69]

  174) With regard to processed automotive glass, the Commission defined the geographic market as  EEA-wide  both  for  OEM  and  IAM  automotive
       glass.[70]

  175) Also in this case, the Commission will consider the following EEA-wide relevant markets: the market for automotive glass supplied to  OEMs
       and the market for automotive glass supplied to IAMs.

(iii) Supply of automotive glass repair and replacement services

       Product and geographic market definition

  176) Glass replacement services involve the use of automotive glass adhesives and ancillary  surface  treatment  products,  primarily  to  bond
       windscreens and backlights to car bodies. The Notifying Party considers that the geographic scope of the aforementioned market  is  likely
       to be determined  by  a  catchment  area  around  each  repair/replacement  shop.  However,  there  are  several  large  chains,  such  as
       Belron/Carglass, and the fact that insurance companies play a role in pricing introduces significant national dynamics.  Accordingly,  the
       market should be defined as not larger than national.

  177) The Commission will consider automotive glass repair and replacement services as a  distinct  product  market  for  the  purposes  of  the
       competitive assessment of the Transaction. As regards the geographic scope of the market, the Commission considers it appropriate to carry
       out the competitive assessment of the Transaction on the basis of national markets.

       Competitive assessment

  178) The share of Sika in the supply of automotive glass adhesives and ancillary surface treatment products ranges between 25% and 35%  at  EEA
       level. The leading players in this market in the EEA are Dow Chemical ([30-40]% market share), Henkel ([10-20]% market share), Dinol ([10-
       20]% market share). Other important EEA producers in this area are EFTEC AG and Le Joint Français (particularly with its Totalseal product
       range).

  179) Saint-Gobain’s share of supply at EEA level as regards the supply  of  automotive  glass  is  around  [40-50]%  in  the  OEM  segment  and
       approximately [10-20]% for the IAM. The main competitors of Saint-Gobain in the OEM segment are AGC (20-25% market share), Pilkington (25-
       30% market share), Soliver (<5% market share) and Trakya (<5% market share). In the IAM segment, Saint-Gobain faces competition from Asahi
       (10-15% market share), Pilington (15-20% market share), Fuyao (10 -15% market share) and Nordglass (5-10% market share).

  180) As far as automotive glass repair and replacement services are concerned, the share of Saint-Gobain at EEA level is estimated  to  be  not
       more than [0-5]%. Therefore, Saint–Gobain's demand for automotive glass adhesives  and  surface  treatment  products  represents  an  only
       marginal fraction of the overall demand for such products in the EEA. At the national level, the  only  Member  State  giving  rise  to  a
       technically vertically affected market is Portugal, where the supply share of Saint-Gobain is estimated at around  [30-40]%  and  is  thus
       relatively moderate.

  181) In this area Saint-Gobain is constrained by both multinational and national competitors such as Belron/Carglass (20-25%  market  share  in
       the EEA) and national competitors such as Windscreens (UK) (<5% market share), France Pare-Brise (France) (<5% market share), Mondial Pare-
       Brise (France) (<5% market share), A+ Glass (France) (<5% market share) and Junited (Germany) (<5% market share).

  182) Taking into consideration that the Parties' market shares on the upstream and downstream markets are  moderate  and  numerous  competitors
       exercise constraint on the Parties, and that Saint–Gobain generates only a marginal fraction of the overall  demand  of  automotive  glass
       adhesives and surface treatment in the EEA, the Parties appear unlikely  to  be  able  to  successfully  engage  in  vertical  foreclosure
       strategies post-transaction.

3 Production and supply of insulation glass sealants by Sika (upstream) and insulation glass production by Saint-Gobain (downstream)

(i)   Production and supply of glass sealants

       Product market definition

  183) Primary sealants are typically made of butyl rubber. Secondary sealants are mainly made of polysulphide (“PS”), PU or  silicone.  The  key
       function of the primary sealant is to reduce water vapour and gas permeability  in  the  edge-of-glass  area.  The  main  purpose  of  the
       secondary sealant is to unite the glass panes and spacer bar and prevent excessive movement under different environmental stresses.

  184) The Commission left open  in  the  past  whether  industrial  adhesives  could  be  further  segmented  by  application  and/or  based  on
       technologies.[71] Looking at the silicone industry generally, the Commission has assessed silicone-based sealants separately.[72]

  185) The Commission will consider the following product markets in its assessment of the impact of the Transaction on competition:  the  market
       for butyl-based primary sealants, the market for PU-based sealants and the market for silicon sealants.

       Geographic market definition

  186) In the GE/Bayer case, the Commission noted that for silicone sealants the narrowest conceivable geographic market would be the EU.[73]

  187) For the purposes of the competitive assessment of this Transaction, the Commission considered both national markets and an EEA-wide market
       for insulation glass sealants.

(ii)  Production and supply of insulation glass

       Product market definition

  188) In previous decisions, the Commission considered a separate market for the manufacture and supply of insulation glass ("IG").[74] Also  in
       this case, the Commission will consider the production and supply of IG as a distinct market.

       Geographic market definition

  189) In Case C 12/05 (ex N 611/03), the Commission considered that the geographic market for processed glass for the building sector, including
       sealed units, could be defined as EEA-wide, as (i) a large number of IG suppliers were active across the EEA, (ii) the price level for  IG
       was generally fairly homogeneous across the EEA, (iii) there were very low entry barriers in  this  sector  and  the  proportion  of  such
       smaller suppliers in Europe was steadily increasing.

  190) These considerations appear applicable also in this case. The Commission therefore considers it appropriate to carry out  the  competitive
       assessment of the Transaction on the basis of an EEA-wide market for IG.

       Competitive assessment

  191) Sika’s share of supply of insulation glass sealants does not exceed [10-20]% in the EEA. Neither  does  it  exceed  [20-30]%  on  national
       level.

  192) Sika appears constrained by several multinational competitors offering butyl-based  primary  sealants  with  significant  shares  in  this
       particular market across the EEA: Tremco (>30% market share), IGK (15-25% market share), Kommerling (15-25% market share) and Fenzi  ([10-
       20]% market share). Also in secondary PU-based sealants across the EEA, Sika faces competition from Tremco (15-25% market share), IGK (15-
       25% market share), Kommerling (15-25% market share)  and  Fenzi  ([5-10]%  market  share).  As  regards  silicon  sealants,  Sika's  major
       competitors, active across the EEA, include Dow Corning (35-45% market share), Kommerling (<10% market share), Tremco (<10% market share),
       Momentive (<5% market share).

  193) Saint-Gobain's market share in the manufacture and supply of IG units is estimated to be below [20-30]% at  EEA  level  and,  on  national
       level ranges from [20-30]% (in the Slovak Republic) to [30-40]% (in France). Saint-Gobain's main competitor in  the  EEA  is  notably  AGC
       Glass Europe (with a 5-10% market share EEA-wide). Saint-Gobain's other international competitors include  NSG  Pilkington,  Press  Glass,
       Troesch, Scholl Glas and Interpane Glas Industrie AG. In its "home market" France, Saint-Gobain competes with  DevGlass,  Caloriver,  Riou
       Glass, AGC Glass Europe and TIV.

  194) Taking into consideration the Parties' rather moderate markets shares  on  the  upstream  and  downstream  market  and  the  fact  that  a
       substantial number of competitors impose competitive constrains on the Parties, it appears unlikely that the  Parties  could  successfully
       engage in vertical foreclosure strategies post-transaction.

4 Production and supply of glass fibre veil by Saint-Gobain  (upstream)  and  production  of  building  chemicals  (roofing  membranes)  by  Sika
       (downstream)

  195) Glass veil is widely used for a range of construction applications such as the reinforcement of waterproofing  membranes  (glass  veil  is
       compatible with all substrates used in the waterproofing industry), surface mineral wool insulation products, flooring  reinforcement  and
       similar applications. It is also used for many industrial  applications  such  as  filtration,  printed  circuit  boards  (PCBs),  battery
       separators, headliners and composites.

  196) Even though Saint-Gobain does not sell any fibreglass mats to Sika, Sika could potentially use them as an  input  for  the  production  of
       certain building chemicals. In this case the only affected market would arise in respect of roofing membranes.

(i)   Production and supply of glass fibre veil

       Product and geographic market definition

  197) In the Owens Corning/Saint-Gobain Vetrotex case, the Commission defined a separate market for glass fibre veils. In geographic terms,  the
       Commission found that the market for glass fibre veils was EEA wide in scope, including moreover Serbia, Montenegro and Turkey.[75]

  198) In the light of the foregoing, the Commission will consider a distinct product market for glass fibre veil that is EEA-wide.

(ii)  Production and supply of flexible/thermoplastic polyolefin roofing membranes

       Product and geographic market definition

  199) The Commission has to date not investigated the markets for flexible/thermoplastic  polyolefin  ("FPO/TPO")  roofing  membranes.  However,
       concerning roofing, the Commission found in the past[76] that the market  for  concrete  roofing  tiles  is  national  in  scope.  In  the
       Umicore/Zinifex/Neptune case,[77] the Commission found that the geographic scope for roofing products made of zinc (and  other  materials)
       is at least national wide and in any event not wider than the EEA.

  200) The Commission assumes distinct markets for TPO roofing membranes and FPO roofing membranes, as  these  appear  to  be  narrowest-possible
       plausible markets in this case. As regards their geographic scope, the Commission considers  appropriate  to  carry  out  the  competitive
       assessment of the Transaction on the basis of national markets.

       Competitive assessment

  201) A vertically affected market arises in the production and supply of TPO roofing membranes by Sika, where the estimated share  EEA-wide  is
       between 30 and 40% and possibly also marginally higher than 30% in some Member States.

  202) Saint-Gobain manufactures and supplies a variety of industrial fabrics including fibreglass mat respectively  glass  veil.  Saint-Gobain’s
       share of supply of glass fibre veils across the various application areas is estimated to amount to approximately [20-30]%  at  EEA  level
       and in any event below [30-40]% at country level. Saint-Gobain's main competitors offering  fibreglass  mats  across  the  EEA  are  Johns
       Manville with an estimated share of [30-40]%, OCV with an estimated share of [20-30]% and Ahlstrom with an estimated share of  [5-10]%  in
       the EEA. In addition, there are several alternative products and technologies such as polyester fabrics that can often substitute of glass
       veil and thus exercise a further competitive constraint on glass veil suppliers.

  203) Furthermore, glass veil is used in  a  large  variety  of  construction  and  industrial  applications  such  as  waterproofing,  flooring
       reinforcement, insulation, gypsum and cement boards, wall coverings, filtration, PCB, battery separator, headliners  and  composites.  The
       quantities that Sika could potentially purchase from Saint-Gobain for the manufacture of certain building chemicals are therefore expected
       to only represent a very small proportion of the overall consumption of glass veil in the EEA (not more than [0-5]%  according  to  Saint-
       Gobain).

  204) Taking into consideration the Parties' moderate market share market shares  on  the  upstream  and  downstream  markets,  the  competitive
       constraints upon the Parties imposed by various competitors and the fact that Sika represents a very small outlet for the  production  and
       supply of glass fibre veil, the Parties seem unlikely to pursue vertical foreclosure strategies post-transaction.

5 Production and supply of glass fibre mesh for mortar reinforcement by Saint-Gobain (upstream) and production and supply of  premix  mortars  by
       Sika (downstream)

(i)   Production and supply of glass fibre mesh

       Product market definition

  205) In the previous decisions, the Commission found that glass fibre mesh fabrics are materials used for various applications but primarily by
       the construction industry and that it is  not  relevant  to  further  distinguish  glass  fibre  mesh  fabrics  market  according  to  the
       application.[78]

  206) In the light of the foregoing, the Commission will consider the product market for glass fibre mesh fabrics in the competitive  assessment
       of the Transaction.

       Geographic market definition

  207) As regards the geographic market definition, the Commission previously considered the market including glass  fibre  mesh  fabrics  as  at
       least EEA-wide in scope.[79]

  208) Also in this case, the Commission assumes that the relevant market for the production and supply  of  glass  fibre  mesh  is  EEA-wide  in
       geographic scope.

       Competitive assessment

  209) Saint–Gobain's market share in glass fibre mesh does not exceed 30% in the EEA. The same would apply even if the market were  to  comprise
       alternative reinforcement materials which are frequently used for premix mortars or if the glass fibre mesh markets  were  assumed  to  be
       national in geographic scope.

  210) There are about 30 producers of glass fibre mesh fabrics across Europe. Saint-Gobain's main competitors offering  comparable  glass  fibre
       based reinforcement materials across the EEA are in particular Dr. Günther Kast GmbH & Co (5-10% market share),  Gavazzi  Tessuti  Tecnici
       Spa and Kelteks (<5% market share each). Among the suppliers more active on the national level are Valmieras Stikla  Skiedra  AS  with  an
       estimated supply share of 10-15% in Latvia, Masterplast Kft with a share of around 5-10% in Hungary and Technical Textiles s.r.o.  with  a
       market share below 5% in the Slovak Republic.

  211) Glass fibre mesh is used in a large variety of applications. Saint-Gobain’s total sales of big window glass fibre mesh  fabrics  used  for
       mortar applications amounted to only around EUR […] million in 2014 across the EEA. Sika's purchases of overall glass  fibre  mesh  across
       the EEA would not exceed more than [0-5]% of the total market.

  212) Taking into consideration the rather vivid competition on the market of premix mortars at the national level,  and  given  that  that  the
       manufacturers of premix mortars represent only a small outlet for the window glass fibre mesh fabrics, the  Parties  would  not  have  the
       ability or the incentive to engage in vertical foreclosure strategies post-transaction.

6 Conclusion

  213) In this light, the Commission concludes that the proposed transaction does not give rise to serious doubts as to  its  compatibility  with
       internal market with respect to vertical overlaps in the production and supply of various  building  materials  respectively  construction
       chemicals as set out above.

2 Vertical relationship between the distribution and production of building materials

  214) Saint-Gobain, through its business division Saint-Gobain Distribution Bâtiment ("SGDB"), is active  in  the  downstream  market,  for  the
       distribution of building materials, including those manufactured by Sika, and is present in 19 EEA Contracting  Parties.[80]  SGDB  mainly
       focuses on the retail sales of building materials to professionals (small or medium-sized building companies) through both generalist  and
       specialist stores. Sika is active in the upstream markets as a producer of  various  building  materials  such  as  mortars,  construction
       chemicals, sealants, adhesives and foams.

1 Product market definition

       Distribution of building materials

  215) In previous cases the Commission considered that the overall market for  distribution  of  building  material  ought  to  be  divided,  by
       distribution channels, into: (i) the wholesale of building materials (i.e. the sale to distributors); (ii) the  retail  sale  of  building
       materials to professionals (“builders’ merchants”); and (iii) the retail sale of building materials to non-professionals  (“DIY  stores”).
       Moreover, the Commission considered a further segmentation within the builders’ merchants channel, into the sub-segments for  distribution
       (a) by generalists and (b) by specialists who primarily focus on one segment of the market such as  sanitary,  heating  and  plumbing.[81]
       However, the Commission also recognised that the boundaries of this segmentation are to some extent blurred as there is  some  competition
       between builders’ merchants and DYI stores and between generalists and specialists.[82]

  216) With regard to subdivision of the market based on the range of products, the Commission’s approach  in  previous  cases  varied.  In  some
       cases, distribution of all building products was taken into consideration, while in other cases the  Commission  investigated  the  retail
       shares of the relevant products concerned by the given transaction (e.g. heavy building  materials,  light  building  materials  or,  more
       specifically, mortars).[83]

  217) The Notifying Party submits that the relevant product market for distribution of building materials comprises both  the  professional  and
       the non-professional retail channel and that competitive pressure exerted by DYI stores on builders'  merchants  need  to  be  taken  into
       consideration.

  218) The market investigation in this case provided indications that generalists, specialists and DIY stores compete with each  other  for  the
       same customers. In addition, many distributors responded that professionals regularly purchase building materials in DIY stores.[84]

  219) In the light of the foregoing, the Commission will consider the following  product  markets  in  its  assessment  of  the  impact  of  the
       Transaction on competition: the market for the retail sale of all building materials (i) to professionals  and  non-professionals  ("wider
       market"), (ii) only to professionals ("narrower market", or "builders' merchants  market"),  (iii)  only  to  non-professionals  (in  "DIY
       stores"), (iv) to professionals by generalists ("generalists") and (v) to professionals by specialists ("specialists"). In  addition,  the
       Commission will consider the product markets for retail sale of mortars in particular Member States, where SGDB's position and/or position
       of the combined entity as regards mortars is more material.

       Production and supply of building materials

  220) Building materials include a wide range of raw and finished materials, such  as  mortars,  aggregates,  concrete,  tiles,  bricks,  doors,
       plasterboard, sanitary products, etc., used for construction purposes. Sika is a producer of various building material  such  as  mortars,
       sealants, adhesives, foams and other construction chemicals. These materials are sold to the customers  (either  professionals  or  non  -
       professionals) via wholesalers or retailers.

  221) For the purposes of assessing the vertical relationship defined in this section 4.2.2, the Commission considers the production and  supply
       of the various products manufactured and supplied by Sika.

2 Geographic market definition

       Distribution of building materials

  222) In previous cases, the Commission found that the market for the retail sale of building  materials  to  professional  customers  could  be
       regarded as national. However, it has also assessed the relevant market on a narrower regional basis.[85]

  223) The Notifying Party submits that it is sufficient to assess the transaction on  national  basis  as  the  major  players  in  this  market
       (including many DIY chains) tend to operate national networks of sale points, have a uniform  presentation,  national  purchasing  policy,
       strategy and marketing (including branding).

  224) The market investigation provided indications that (i) distributors procure their supplies either nationally or on  the  EEA  wide  basis,
       (ii) the geographic area served by the outlets of distributors is national and (iii) many of producers of  building  materials  nationally
       negotiate the terms of supply with distributors active in several Member States.[86]

  225) In this light, the Commission considers it appropriate to carry out the competitive assessment of the Transaction on the basis of national
       markets and regional markets in larger countries such as France, Germany, the United Kingdom and Spain, as these appear to  be  narrowest-
       possible relevant markets in this case.

       Production and supply of building materials

  226) As regards geographic scope of the relevant market for the building materials produced by Sika, the Commission considers it appropriate to
       carry out the competitive assessment of the Transaction on the basis of national markets and/or  of  the  EEA  market,  depending  on  the
       particular building product.

3 Competitive assessment

  227) On the upstream market for the production and supply of building materials, the Parties would have post-transaction market shares  ranging
       generally between [20-30]% - [50-60]% for mortar products and between [10-20]% - [40-50]% for other building materials, depending  on  the
       product and geographic market.

  228) On the downstream market for distribution of building materials, SGDB is active on  the  builders'  merchants  market  in  19  Contracting
       Parties, with material presence mainly in France (and some of its regions), Germany (and some of its regions), the United Kingdom  (namely
       in Northern Ireland) and Scandinavia. In general, Saint-Gobain's market shares at DIY stores level alone seem to be negligible on the  EEA
       and national levels as well as on regional levels in the above-mentioned Member States. SGDB's market shares are generally ranging between
       [0-5]% - [10-20]% regarding wider market (builders' merchants and DYI stores) and [0-5]% - [20-30]% regarding the  narrower  market  (only
       builders' merchants) on national level.

       Input foreclosure

  229) Given that Saint-Gobain will have a substantial market share in the upstream markets for certain building materials  (e.g.  mortars),  the
       question arises whether post-transaction it would have the ability and the incentive to foreclose its downstream rivals in the market  for
       distribution of building materials.

  230) Firstly, taking into consideration the Parties' market shares post-transaction and  notably  their  position  upstream,  the  Parties  are
       unlikely to exercise a substantial influence on the  conditions  of  competition  upstream.  The  increment  in  market  shares  regarding
       particular upstream products (building materials) is rather small. In addition, the Parties will continue to face competition from  strong
       suppliers on national level. If post-transaction the Parties were to refuse supplies to a retailer competing against SGDB, or to supply at
       less advantageous conditions, competing retailers would still have a number of alternative sources of supply.

  231) Secondly, competitors downstream distribute a wide range of building products and the market investigation revealed  that  neither  Saint-
       Gobain nor Sika are seen as suppliers of "must have" products. It seems that distributors could easily turn to alternative  suppliers  for
       any building products sourced from Saint-Gobain or Sika in retaliation, should the latter pursue a foreclosure strategy.[87]

  232) Thirdly, the market investigation indicated that transactions between Saint-Gobain subsidiaries and SGBD are generally conducted at 'arm's
       length'[88] and it is unlikely that the Saint-Gobain's incentives in this respect would change.

  233) Fourthly, responses to market investigation in general indicated that distributors  of  building  materials  and  end–users  (construction
       companies) do not expect limitation or  worsening  of  access  to  mortars  or  construction  chemicals  supplied  by  the  Parties  post-
       transaction.[89] Neither did the respondents to the market investigation raise any merger specific concerns.

  234) Taking into account the rather limited market power of the Parties  upstream,  the  existence  of  various  large  producers  of  building
       materials imposing significant competitive constraints on the Parties, and the fact that  none  of  the  Parties'  relevant  products  are
       perceived as 'must have', it seems unlikely that the combined entity would have either the incentive or the  ability  to  engage  into  an
       input foreclosure of rivals.

       Customer foreclosure

  235) Given that SGDB is an important distributor of building materials in various EEA Contracting Parties and in  certain  regions  of  France,
       Germany, the United Kingdom and in the Scandinavian countries, it is appropriate to  consider  whether  it  would  have  the  ability  and
       incentive to foreclose customer outlets for its rivals in the upstream markets for the production of various building materials.

  236) Firstly, SGDB's market shares for distribution of building materials (downstream) do not exceed  [20-30]%  even  in  the  narrower  market
       (builders' merchants) on national level.

  237) Secondly, it seems appropriate to emphasise that, as Sika is not active in the downstream market(s), there is no increment in  the  market
       shares regarding the distribution of building materials.

  238) Thirdly, the downstream markets in which SGDB operates are highly fragmented and SGDB faces important competitive constraints  from  large
       national and regional distributors in  the  Contracting  Parties.  Moreover,  along  the  large  distributors  mostly  active  in  various
       distribution channels and offering all types of building products, there are also a large number of  local  distributors,  which  seem  to
       impose important competitive constraints on SDGB and other large competitors.

  239) Taking into account the above, that is the Parties' limited market power downstream, SGDB would  not  have  the  ability  to  successfully
       engage in customer foreclosure strategy, since suppliers would have numerous alternative options for distribution.

  240) In addition, the Commission considered certain particular characteristics of the relevant markets  and  the  Parties'  activities  in  the
       following Contracting Parties:

Belgium, Lithuania, Portugal, Denmark, Estonia, Finland, Ireland and Italy

  241) As regards Belgium, Lithuania and Portugal, these are the countries where SGDB (through its specialists builders' merchants) does not sell
       the types of products manufactured by Sika. Therefore, the Transaction will not have any immediate impact on the competitive landscape  in
       any of these Member States.

  242) As regards Denmark, SGDB’s supply share of [30-40]% in the distribution of all building materials in the segment limited to specialists is
       primarily triggered by the sale of PHS products[90] that are in general different from those manufactured  by  Sika.[91]  As  regards  the
       distribution of mortar products - on the narrower market, SGDB has a national market share of [0-5]%. Therefore, the Transaction will  not
       have any conceivable impact on the competitive landscape in Denmark.[92]

  243) As regards Estonia and Finland, the market share increment in the upstream supply of premix mortars or in dry premix  mortars  which  will
       result from the Transaction is minimal, i.e. for Estonia [0-5]% in dry premix mortars and for Finland[93] [0-5]% and  [5-10]%  for  premix
       mortars and dry premix mortars respectively. In addition, in Finland, SGDB (via Dahl) is a specialist distributor  of  PHS  products.  The
       vast majority of Dahl’s business relates to the distribution of products which are in general not the type which Sika manufactures and  in
       particular, Dahl does not distribute mortars. Furthermore, SGDB does not have any mortar sales  in  Finland.  Therefore,  the  Transaction
       seems unlikely to have any impact on the competitive landscape in Estonia or Finland.

  244) As regards Ireland and Italy, SGDB controls less than 5% of retail distribution in  these  countries  regardless  of  how  the  market  is
       segmented. Therefore, the Transaction is unlikely to have any substantial impact on the competitive landscape in Ireland or Italy.

France

  245) In France, where the position of SGDB is the strongest, it has a national distribution market share (for all building  materials)  ranging
       from [10-20]% to [20-30]% and regional market shares (for all building materials) ranging from [10-20]% to [50-60]% depending on the  type
       of distribution channels. At a regional level, SGDB's retail share very rarely reaches or marginally  exceeds  [50-60]%.  As  regards  the
       distribution of mortar products - on the narrower market, SGDB has a national market share of [10-20]% and  the  highest  regional  market
       share in the Est region, [40-50]%.

  246) With regard to the likelihood of input foreclosure, it appears clear that the Parties will not be able to stop supplies or increase prices
       for building materials to other distributors. Indeed, the Parties appear unlikely to gain a substantial market power upstream as a  result
       of the Transaction (production and supply of particular building material). As regards premix mortar, dry premix mortar  or  paste  premix
       mortar (or narrower categories of these products) an increment of market shares is small, ranging from [0-5]% to  [5-10]%,  with  combined
       market shares not exceeding [20-30]% on the national level. The supply share of Sika for the category  comprising  sealants,  adhesives  &
       foams (together or separately) amounts to approximately 10-15% and remains in a similar order of magnitude for  each  particular  product.
       The same applies for the product group including  other  construction  chemicals  for  which  the  supply  share  of  Sika  in  France  is
       approximately 30-35%.

  247) As to customer foreclosure, SGDB would not have the ability to successfully engage in  any  such  strategy,  since  suppliers  would  have
       numerous alternative options for distribution. The downstream markets in  which  SGDB  operates  are  highly  fragmented  and  SGDB  faces
       important competitive constraints in France from national and regional distributors (who often form part of large international groups) as
       well as a large number of local builders’ merchants. Distributors belonging to large international groups include Wolseley,  Würth  Group,
       Larivière, CRH Distribution France, Comafranc and Chausson-Matériaux.

Germany

  248) In Germany, SGDB has a national distribution market share (downstream, for all building materials) ranging from [5-10]%  to  [10-20]%  and
       regional distribution market shares (for all building materials) generally even smaller (market share not exceeding [20-30]% depending  on
       the type of distribution channels), with one exception regarding Berlin Brandenburg [30-40]% on the market of generalists. As regards  the
       distribution of mortar products - on the narrower market, SGDB has a national market share of [5-10]% and its regional market shares would
       not exceed [10-20]%.

  249) With regard to risks of input foreclosure, the combined entity will not be able to stop supplies or increase prices for building materials
       to other distributors. Indeed, the combined entity will not gain substantial  market  power  upstream  as  a  result  of  the  Transaction
       (production and supply of particular building material). As regards premix mortar, dry premix mortar or paste premix mortar  (or  narrower
       categories of these products) an increment of market shares is small ranging from [0-5]% to [5-10]%  with  combined  market  shares  never
       exceeding [20-30]% on the national level.[94] The supply share of Sika for the category comprising sealants, adhesives &  foams  (together
       or separately) amounts to approximately 10-15% and remains in a similar order of magnitude for each particular  product.  The  same  would
       apply to other construction chemicals for which the supply share of Sika in Germany is approximately 25-30%.

  250) As to customer foreclosure, SGDB would not have the ability to successfully engage in  any  such  strategy,  since  suppliers  would  have
       numerous alternative options for distribution, irrespective of any plausible market definition.  The  downstream  markets  in  which  SGDB
       operates are highly fragmented, with over 3,000 distributors selling  building  materials  to  professionals,  and  SGDB  faces  important
       competitive constraints in Germany from large international groups, multi-regional chains, and independent suppliers.  The  key  builders'
       merchants include BayWa, Bauking, Kemmler Baustoffe GmbH, Lüchau Baustoffe GmbH, Union Bauzentrum Hornbach, WeGo.

United Kingdom

  251) In the United Kingdom, SGDB has a national distribution market share at downstream market (for all building materials)  ranging  from  [5-
       10]% to [10-20]% and regional distribution market shares (for all building materials) not exceeding [20-30]% depending on the distribution
       channel, with two exceptions in Northern Ireland with the market share  (for  all  building  materials  distributed  through  generalists)
       amounting to [40-50]% and in South West (for all building materials) amounting to [30-40]%. As regards the distribution of mortar products
       - on the narrower market, SGDB has a national market share [5-10]% and the highest regional market shares in South East (excl.  London)  -
       [10-20]%.

  252) With regard to risks of input foreclosure, the combined entity will not be able to  stop  supplying  or  supply  at  higher  prices  other
       distributors with its building materials. Indeed, the combined entity will not  gain  any  market  power  upstream  as  a  result  of  the
       Transaction (production and supply of particular building material). As regards premix mortar, dry premix mortar or  paste  premix  mortar
       (or narrower categories of these products) an increment of market shares is small ranging from 0% to [0-5]% with  combined  market  shares
       not exceeding [15-20]% on the national level.[95] The supply share of Sika for (i) sealants, adhesives and foams (together or  separately)
       is approximately 5-20% and (ii) other construction chemicals approximately is 25-30% in the UK.

  253) As to customer foreclosure, SGDB would not have the ability to successfully engage in  any  such  strategy,  since  suppliers  would  have
       numerous alternative options for distribution, irrespective of any plausible market definition.  The  downstream  markets  in  which  SGDB
       operates are highly fragmented and SGDB faces important competitive constraints in the  UK  from  various  builders'  merchants.  The  key
       builders' merchants include Travis Perkins, Wolseley UK, Grafton, SIG, Topps Tiles.

Norway and Sweden

  254) As regards Norway and Sweden, in general, the market shares of SGDB at the national distribution (downstream) market do  not  exceed  [30-
       40]% with the exceptions related to distribution of all building materials by specialists, where market shares amount to [30-40]% and [30-
       40]% respectively. As regards the distribution of mortar products, SGDB has a market share of [5-10]% in Norway (on the  narrower  market)
       and a market share of [0-5]% in Sweden (on the wider market).[96]

  255) With regard to risks of input foreclosure, the combined entity will not be able to  stop  supplying  or  supply  at  higher  prices  other
       distributors with its building materials. Indeed the combined entity will not gain substantial market power upstream as a  result  of  the
       Transaction (production and supply of particular building material). As regards premix mortar, dry premix mortar or  paste  premix  mortar
       (or narrower categories of these products) an increment of market shares is small (i) ranging from [0-5]% to [10-20]% with combined market
       shares never exceeding [40-50]% in Sweden and (ii) ranging from [0-5]% to [10-20]% with combined market shares never exceeding [40-45]% in
       Norway. The supply share of Sika for (i) sealants, adhesives and foams (together or separately) is between 35-40% in Norway and 10% -  20%
       in Sweden, and (ii) other construction chemicals between 10% - 15% in both countries.

  256) As to customer foreclosure, SGDB would not have the ability to successfully engage in  any  such  strategy,  since  suppliers  would  have
       numerous alternative options for distribution, irrespective of any plausible market definition.  The  downstream  markets  in  which  SGDB
       operates are highly fragmented and SGDB faces important competitive constraints in the  UK  from  various  builders'  merchants.  The  key
       builders' merchants (i) in Norway include Byggmakker (Kesko), LV/Maxbo, XL-Bygg/Nordek, Byggern (EA Smith, Byggeriet (Mestergruppen),  the
       Würth Group and (ii) in Sweden include XL Bygg, Interpares (Woody Bygghandel AB), Beijer, Ahlsell, Swedol, CC Höganäs.

The Czech Republic

  257) In Czech Republic, SGDB's national distribution market shares (downstream) do not  exceed  [5-10]%  under  any  plausible  product  market
       definition.

  258) With regard to risks of input foreclosure, the combined entity will not be able to  stop  supplying  or  supply  at  higher  prices  other
       distributors with its mortar products. Indeed, the combined entity will not gain substantial market power upstream  as  a  result  of  the
       Transaction (the particular product as set out above production and supply of particular building material). As regards premix mortar, dry
       premix mortar or paste premix mortar (or narrower categories of these products) an increment of market shares is small ranging from [0-5]%
       to [10-20]% with combined market not exceeding [30-40]%. The supply share of Sika for sealants, adhesives, foams (together or  separately)
       and other construction chemicals do not exceed [10-20]%.

  259) As to customer foreclosure, SGDB would not have the ability to successfully engage in  any  such  strategy,  since  suppliers  would  have
       numerous alternative options for distribution, irrespective of any plausible market definition.  The  downstream  markets  in  which  SGDB
       operates are highly fragmented and SGDB faces important competitive constraints in the Czech Republic from  various  builders'  merchants.
       The key builders' merchants include Dektrade, Pro-doma, Siko Koupelny, Izomat, Rabat + Stavmat, Stavospol.

Spain

  260) In Spain and/or its regions, the market shares of SGDB at downstream market do not exceed [10-20]%  under  any  plausible  product  market
       definition.

  261) With regard to risks of input foreclosure, the combined entity will not be able to  stop  supplying  or  supply  at  higher  prices  other
       distributors with its mortar products and construction chemicals. Indeed, the combined entity  will  not  gain  substantial  market  power
       upstream as a result of the Transaction (production and supply of particular building material). As  regards  premix  mortar,  dry  premix
       mortar or paste premix mortar (or narrower categories of these products) an increment of market shares is small ranging from [0-5]% to [5-
       10]% with combined market shares never exceeding [30-40]%. The supply share of Sika for the other construction chemicals is  approximately
       30-35% and for sealants, adhesives, foams (together or separately) and other construction chemicals does not exceed [10-20]% in Spain.

  262) As to customer foreclosure, SGDB would not have the ability to successfully engage in  any  such  strategy,  since  suppliers  would  have
       numerous alternative options for distribution, irrespective of any plausible market definition.  The  downstream  markets  in  which  SGDB
       operates are highly fragmented and SGDB faces important competitive constraints  in  Spain  from  various  builders'  merchants.  The  key
       builders' merchants include Adeo, Kingfisher, Porcelanosa, the Würth Group, Azulejos Peña, Segura e Hijos, Hnos Barral, Mausa.

  263) In view of the above, the Commission concludes that the proposed Transaction does not give rise to serious doubts as to its  compatibility
       with internal market with respect to vertical overlaps between manufacturing of building materials (upstream) and distribution of building
       material (downstream) under any plausible market definition set out above.

       CONCLUSION

  264) 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  and
       Article 57 of the EEA Agreement.

For the Commission
(Signed)
Margrethe VESTAGER
Member of the Commission

-----------------------
[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]   OJ L 24, 29.1.2004, p. 1 (the "Merger Regulation").

[4]   SWH holds 52.4% of voting rights in Sika. As the decisions of the shareholders' meetings of Sika are taken by simple majority, and  subject
and without prejudice to the court proceedings regarding the restriction on SWH's voting rights set out at paragraph (7), SWH  will  be  able  to
enforce decisions regarding the composition of Sika's supervisory and administrative boards as well  as  its  other  strategic  matters  such  as
business plan, budget and investments.

[5]   Sika's management and minority shareholders claim that given that Saint-Gobain will only own 16.97 of Sika's capital, but 52.92% of  voting
rights it will have an incentive to favour its fully owned business against Sika. It is in particular claimed that, in case Sika  loses  business
in favour of Saint-Gobain, the latter would bear only 16.97% of Sika's losses while reaping a 100% benefit from the  won  business.  Furthermore,
it has been argued that Saint-Gobain is obliged under Swiss law to make an offer for all outstanding shares and that an opt-out clause from  that
obligation laid down in Sika’s by-laws is invalid.

[6]   See Commission decisions in Case COMP/M.4898 – Compagnie de Saint-Gobain/Maxit, para 20, Case COMP/M.3415 – CRH/Semapa/Secil JV,  paragraph
12 and Case COMP/M.3572 – Cemex/RMC, paragraphs 14 to 17.

[7]   COMP/M.7249 – CVC/Parexgroup, paras 17-18, COMP/M.4898 – Saint-Gobain/Maxit, para. 24.

[8]   COMP/M.4898 – Saint-Gobain/Maxit, para. 25.

[9]   None of the Parties is active in the supply of on-site mortars. The analysis will therefore focus only on premix mortars.

[10]  In particular, changing ingredients in the same production line would take between 20 min  and  2 hours,  depending  on  the  producer  and
product. See replies to question 32 – Phase I questionnaire to competitors.

[11]  See replies to question 8 – Phase I questionnaire to distributors.

[12]  See agreed minutes of a call with a competitor dated 3 June 2015.

[13]  COMP/M.7054 – Cemex/Holcim Assets.

[14]  COMP/M.7249 – CVC/Parexgroup, paras. 20-23, COMP/M.4719 – Heidelberg Cement/Hanson, para 32, COMP/M.1779 – Anglo American/Tarmac, para  23,
and COMP/M.4898 – Saint-Gobain/Maxit paras. 27-29.

[15]  COMP/M.4898 – Saint-Gobain/Maxit, para. 28.

[16]  See replies to question 14 – Phase I questionnaire to competitors.

[17]  See replies to question 6 – Phase I questionnaire to competitors, distributors and end-users.

[18]  See replies to question 14 – Phase I questionnaire to competitors.

[19]  See replies to questions 16 and 17 – Phase I questionnaire to competitors.

[20]  See replies to question 15 – Phase I questionnaire to end-users.

[21]  For example, in countries such as France where paste tile fixing mortars are more commonly used, the price  level  for  such  product  will
often be lower than in countries such as Germany where the demand for this type of product is very limited.

[22]  A small exception exists for Saint-Gobain with regard to Denmark where wet mortars are more commonly used for historic  reasons.  Customers
pick up the construction mortar at the factory in small quantities to be used during the day. However, since Sika is not active in  wet  mortars,
there is no overlap and wet mortars are not further analysed.

[23]  See replies to question 33 – Phase I questionnaire to competitors and agreed minutes of a call with a competitor dated 3 June 2015.

[24]  See replies to questions 28 and 29 – Phase I questionnaire to competitors.

[25]  See replies to question 10 – Phase I questionnaire to customers.

[26]  See replies to question 26 – Phase I questionnaire to end-users.

[27]  See replies to question 22 – Phase I questionnaire to competitors.

[28]  See agreed minutes of a call with a distributor dated 29 June 2015.

[29]  See agreed minutes of a call with a competitor dated 3 June 2015.

[30]  See agreed minutes of a call with a competitor dated 5 June 2015.

[31]  See agreed minutes of a call with a competitor dated 5 June 2015.

[32]  See agreed minutes of a call with a distributor dated 29 June 2015.

[33]  See agreed minutes of a call with a distributor dated 30 June 2015.

[34]  See replies to question 28 – Phase I questionnaire to competitors.

[35]  See agreed minutes of a call with a competitor dated 3 June 2015.

[36]  See agreed minutes of a call with a distributor dated 3 July 2015.

[37]  See agreed minutes of a call with a distributor dated 29 June 2015.

[38]  COMP/M.4177 – BASF/Degussa, paras. 14-18.

[39]  COMP/M.2854 – RAG/Degussa, paras 23-25 and 39.

[40]  COMP/M.3946 – Renolit/Solvay, para. 15.

[41]  COMP/M.2317 – Lafarge/Blue Circle (II), para. 13.

[42]  IV/M.1253 – Paribas/JDC Sarl/Gerflor, para. 7.

[43]  COMP/M.4413 – Apollo Group/GE Advanced Materials, para. 9.

[44]  COMP/M.5745 – AkzoNobel/Rohm and Haas Powder Coating Business, para. 9.

[45]  COMP/M.4177 – BASF/DEGUSSA, paras. 14-18.

[46]  COMP/M.4177 – BASF/DEGUSSA, paras. 14-18.

[47]  COMP/M.4177 – BASF/DEGUSSA, paras. 29-31.

[48]  COMP/M.2854 – RAG/Degussa, para. 39.

[49]  COMP/M.3946 – Renolit/Solvay, para. 15

[50]  COMP/M.3946 – Renolit/Solvay, paras. 32-33.

[51]  IV/M.1253 – Paribas/JDC Sarl/Gerflor, para. 7.

[52]  COMP/M.4177 – BASF/Degussa, paras. 22-24.

[53]  Most recently in COMP/M.6871 – Mohawk Industries/Spano Invest, paras. 49-50. See also COMP/M.4048 – Sonae Industria/Tarkett/JV, paras.  17-
18; COMP/M.4177 –  BASF/Degussa,  paras. 34-36;  COMP/M.2051  –  Nordic  Capital/HIAG/Nybron/Bauwerk,  para.12;  and  IV/M.  1523  –  Paribas/JDC
Sarl/Gerflor, para. 8.

[54]  COMP/M.2355 – Dow Chemicals/EniChem Polyurethanes, para. 14.

[55]  COMP/M.5424 – Dow/Rohm and Haas, paras. 232-233.

[56]  COMP/M.2355 – Dow Chemicals/EniChem Polyurethanes, para. 14.

[57]  COMP/M.4941 – Henkel/Adhesives & Electronic Business, para. 37.

[58]  COMP/M.2355 – Dow Chemicals/EniChem Polyurethanes, paras. 16-17.

[59]  COMP/M.4941 – Henkel/Adhesives & Electronic Business, para. 37.

[60]  COMP/M.4177 – BASF/DEGUSSA, paras. 14-18.

[61]  COMP/M.4177 – BASF/DEGUSSA, paras. 14-18.

[62]  COMP/E-1/37.152 – Plasterboard, para. 20.

[63]  COMP/M.3943 – Saint-Gobain/BPB, paras. 9-12.

[64]  COMP/M.4898 – Saint-Gobain/Maxit, paras. 113-114 and 117-119.

[65]  COMP/M.3943 – Saint-Gobain/BPB, para. 13.

[66]  COMP/M.4898 – Saint-Gobain/Maxit, paras. 115-116.

[67]  COMP/M.2355 – Dow Chemicals/EniChem Polyurethanes, para. 14.

[68]  COMP/M.2355 – Dow Chemicals/EniChem Polyurethanes (2001), paras. 16-17.

[69]  IV/M.358 – Pilkington-Techint/SIV),  paras.  18-19;  IV/M.1230  –  Glaverbel/PPG,  para.  10;  COMP/M.6557  –  AGC  Glass  Europe/Interpane
International Glass, para. 17.

[70]  IV/M.358 – Pilkington-Techint/SIV (1993), para. 19; IV/M.1230 – Glaverbel/PPG (1998), para. 15; COMP/M.6557 –  AGC  Glass  Europe/Interpane
International Glass (2012), para. 27.

[71]  COMP/M.4941 – Henkel/Adhesives & Electronic Business, paras. 8-15.

[72]  COMP/M.4413 – Apollo Group/GE Advanced Materials, para. 9 and COMP/M.4146 – GE/Bayer/OSi Europe Business, paras. 11 and 17.

[73]  IV/M.1162 – GE/Bayer, para. 14.

[74]  COMP/M.6557 – AGC Glass Europe/Interpane International Glass, paras. 18-19.

[75]  COMP/M.4828 – Owens Corning/Saint Gobain Vetrotex, paras. 41-45 and 56.

[76]  COMP/M.2317 – Lafarge/Blue Circle (II), para. 13 and case No COMP/M.3415 – CRH/Semapa/Secil JV , para. 16.

[77]  COMP/M.4450 – Umicore/Zinifex/Neptune, para. 61.

[78]  COMP/M.4898 – Saint-Gobain/Maxit, paras. 149.

[79]  COMP/M.4898 – Saint-Gobain/Maxit, paras. 150.

[80]  SGDB is not present in Austria, Bulgaria, Croatia,  Cyprus,  Greece,  Iceland,  Liechtenstein,  Luxembourg,  Malta,  Romania,  Slovakia  or
Slovenia.

[81]  COMP/M.4898 – Saint-Gobain/Maxit, para. 170, COMP/M.3407 - Saint-Gobain/Dahl, para. 12.

[82]  COMP/M.6359 – Saint-Gobain/ Build Center, para. 15.

[83]  COMP/M.4898 – Saint-Gobain/Maxit, para. 172, COMP/M.3142 – CVC/Danske Traelast, para. 22.

[84]  See replies to question 33, 34, 35 – Phase I questionnaire to distributors and replies to questions 31 - Phase I  questionnaire  to  end  –
users.

[85]  COMP/M.4898 – Saint-Gobain/Maxit, para. 176, COMP/M.7107 – Cordes & Graefe/Pompac/Comafranc, para. 19.

[86]  See replies to question 37 and 38 – Phase I questionnaire to  distributors  and  replies  to  questions  38  -  Phase  I  questionnaire  to
competitors.

[87]  See replies to question 43 – Phase I questionnaire to distributors.

[88]  See replies to question 42 – Phase I questionnaire to distributors and replies to question 42 – Phase I questionnaire to competitors.

[89]  See replies to question 44 – Phase I questionnaire to distributors.

[90]  Specialist stores typically focus on one or a few product categories (e.g. sanitary, heating and plumbing (“PHS”)).

[91]  Dahl (the PHS specialists) accounts for approx. [70-80]% of SGDB’s stores and [70-80]% of SGDB’s sales, while HBM, LBM and tiling  products
together only account for approx. [10-20]% of SGDB’s sales.

[92]  Other major builders' merchants involve Stark, Bygma, DITAS, Bauhaus.

[93]  Increment amounting to [10-20]% regards only dry tile fixing mortars.

[94]  In dry paste tile fixing mortar Saint – Gobain has 0% market share, however Sika's market share is [20-30]%.

[95]  In dry façade mortar Saint – Gobain has [30-40]% market share, however Sika's market share is 0%.

[96]  The Notifying Party submitted that in Sweden, the generalist segment is characterised  by  mixed  retailing  and  it  is  not  possible  to
distinguish between sales to professionals and DIY sales.

-----------------------
 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.

                                                                  PUBLIC VERSION

                                                                 MERGER PROCEDURE