CELEX: 32013M6851
Language: en
Date: 2013-07-22 00:00:00
Title: Commission Decision of 22/07/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6851 - BAXTER INTERNATIONAL / GAMBRO) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|[pic]                             |EUROPEAN COMMISSION                                                                                      |

Brussels, 22.7.2013
C(2013) 4839 final

|In the published version of this decision, some information |           |Public version                                                 |
|has been omitted pursuant to Article 17(2) of Council       |           |                                                               |
|Regulation (EC) No 139/2004 concerning non-disclosure of    |           |                                                               |
|business secrets and other confidential information. The    |           |                                                               |
|omissions are shown thus […]. Where possible the information|           |                                                               |
|omitted has been replaced by ranges of figures or a general |           |                                                               |
|description.                                                |           |                                                               |
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|                                                            |           |MERGER PROCEDURE                                               |
|                                                            |           |ARTICLE 6(1)(b) DECISION                                       |

                                        |                                                                   |To the notifying party                                                    |

Dear Sir/Madam,

Subject:    Case No COMP/M.6851 – Baxter International/ Gambro
Commission decision pursuant to Article 6(1)(b) in conjunction with Article 6(2) of Council Regulation No 139/2004[1]

   1. On 3 June 2013, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by
      which Baxter International Inc. ("Baxter" or "the Notifying Party", United States) acquires within the meaning of Article  3(1)(b)  of  the
      Merger Regulation control of the whole of Gambro AB ("Gambro", Sweden) ultimately controlled by Indap Sweden AB,  by  way  of  purchase  of
      shares (hereinafter referred to as "the Transaction").[2] Baxter and Gambro are collectively referred to as "the Parties".

      THE PARTIES AND THE OPERATION

   2. Baxter is a healthcare company, which develops, manufactures and markets  products  used  in  the  treatment  of  patients  suffering  from
      haemophilia, immune disorders, infectious diseases, kidney disease, trauma, and other chronic and acute medical conditions.

   3. Gambro is a medical technology company, which develops, manufactures and supplies products and  therapies  for  acute  and  chronic  kidney
      dialysis, liver dialysis, myeloma kidney therapy, water treatment  systems  and  other  extracorporeal  therapies  for  chronic  and  acute
      patients.

   4. On 4 December 2012, Baxter and Indap Sweden AB entered into an agreement by which Baxter intends to acquire all of  the  share  capital  of
      Indap Holding AB, a wholly-owned subsidiary of Indap Sweden AB, whose only assets are the shares in Gambro. Since Baxter will acquire  sole
      control of Gambro, the Transaction constitutes a concentration within the meaning of Article 3(1)(b) of the Merger Regulation.

      EU DIMENSION

   5. The undertakings concerned have a combined aggregate world-wide turnover of more than EUR 5 000 million[3] (Baxter:  EUR  11  044  million,
      Gambro: EUR 1 245 million). Each of them has an EU-wide turnover in excess of EUR 250 million (Baxter: EUR […]  million,  Gambro:  EUR  […]
      million), but they do not achieve more than two-thirds of their aggregate EU-wide turnover within  one  and  the  same  Member  State.  The
      notified operation therefore has an EU dimension pursuant to Article 1(2) of the Merger Regulation.

      MARKET DEFINITION

      A. Introduction

   6. The Parties' activities overlap in markets for the supply of  renal  replacement  therapy  ("RRT")  products.  In  addition,  the  Parties'
      activities overlap to a limited extent in the areas of water treatment equipment, therapeutic plasma exchange and saline  solutions,  which
      are adjacent to the renal replacement therapies markets.[4] An overview of renal replacement therapies is provided in the remainder of this
      Section.

   7. When renal function deteriorates or fails, renal replacement therapy ("kidney dialysis") is required, unless the patient receives a  kidney
      transplant. Kidney dialysis is an artificial process that performs the key functions of healthy kidneys: filtering the  blood,  controlling
      the blood’s electrolyte composition, and balancing fluid levels. Two types of patients require such therapies: (i) chronic patients with an
      end-stage renal disease and (ii) acute patients facing a sudden kidney failure.

   8. Three categories of dialysis treatments exist: (i) peritoneal  dialysis  ("PD"),  (ii) haemodialysis  ("HD")  and  (iii)  continuous  renal
      replacement therapy ("CRRT"). In the remainder of this Section, each of these therapies will be introduced in turn.

   9. In PD, a dialysis fluid (“dialysate”) is run into the abdomen's peritoneal cavity through a soft plastic tube, called a PD catheter. PD  is
      used almost exclusively to treat chronic patients. The equipment required to perform PD consists of a small pumping  machine,  a  so-called
      cycler (only necessary for so-called automated PD treatments) and several disposables, including a transfer set that connects the  catheter
      to a bag system.

       [pic][pic][pic]

      PD cycler, catheter and transfer set

  10. In HD, blood is pumped into a machine and purified through an exchange with another  fluid  (dialysate  or  replacement  fluid)  through  a
      membrane (dialyser). The blood is then returned to the patient's body. HD is mainly used for chronic patients but  can  also  be  used  for
      acute patients in certain circumstances. Unlike CRRT, which is continuous (see below), HD is an  intermittent  therapy,  which  means  that
      patients receive HD through various sessions each of which lasts several hours.

  11. An HD treatment system consists of a monitor, disposables (including  a  dialyser  and  bloodlines)  and  fluids  that  are  prepared  from
      concentrates (fluids and disposables being also referred to as "consumables").[5] The monitor allows the physician or nurse to  choose  the
      treatment modalities (such as blood pump speed) and to check how the patient responds to the treatment. The monitor has a  control  display
      and serves as the apparatus to which the disposables are attached. Bloodlines are tubes that connect the patient’s blood  stream  with  the
      dialyser and the fluids. Dialysers perform the blood filtering.

        [pic][pic][pic][pic]

       HD monitor, fluids (concentrates), bloodlines, dialysers

  12. CRRT is based on the same principles as HD but is a continuous treatment, that is to say, it is applied 24 hours a day for several days  in
      a row to treat acute patients. CRRT is generally performed in intensive care  units  ("ICU")  using  special  equipment,  consisting  of  a
      dedicated CRRT monitor and disposables.

                                                 Gambro CRRT monitor         Baxter CRRT monitor

           [pic]                  [pic]

  13. Disposables include dialysers and bloodlines, which can be provided together as a “set”. Moreover, CRRT requires fluids that are  delivered
      in ready-to-use bags.

                 [pic][pic]

                 Source Form CO: CRRT fluids, pre-connected set

  14. The Parties' activities overlap in the supply of HD and  CRRT  monitors  and  consumables.  Gambro,  unlike  Baxter,  does  not  supply  PD
      products[6].

           B. Product market definition

1 Distinction between HD, CRRT and PD

1 Baxter's view

  15. Baxter considers that PD, HD and CRRT products belong to separate product markets for the following reasons.

  16. First, Baxter stresses that each product is specifically designed for a given type of therapy and cannot be used  for  other  therapies[7].
      Second, Baxter submits that for a given patient, the three therapies are not fully substitutable. When it comes to acute  patients,  Baxter
      claims that medical studies suggest that CRRT should be preferred to HD for certain types of patients,  whereas  other  patients  could  be
      treated with either CRRT or HD but this depends on the equipment available at the hospital and/or the  ward  where  the  patient  is  being
      treated. As regards chronic patients, Baxter indicates that PD is not suitable for a significant proportion of them and HD is not  suitable
      for another significant sub-group, for medical reasons or on other grounds such as mobility and assistance needed to perform the treatments
      at home in the case of PD.

  17. Third, Baxter argues that the selection of a particular type of therapy depends to a significant extent on physicians'  preferences  linked
      to therapeutic considerations and on the location of the patient when the kidney condition is diagnosed  (general  renal  ward,  where  the
      patient will most likely be treated with HD or ICU where CRRT is typically administered).

  18. Fourth, cost differences exist between the various types of therapies. As regards acute patients, Baxter claims that there are a number  of
      factors suggesting that CRRT is more expensive than HD and that the cost differences translate into different reimbursement rates  for  the
      two types of therapies in most national health reimbursement systems[8]. As  regards  chronic  patients,  HD  is  typically  seen  as  more
      expensive than PD and the reimbursement schemes for HD and PD differ across countries.

  19. Fifth, Baxter submits that HD, CRRT and PD products are usually purchased through different tenders, or are at least part of separate  lots
      within a given tender.

                    a. Commission's assessment

  20. In past cases, the Commission did not conduct an extensive market definition analysis in the area of RRT equipment and  consumables.  In  a
      previous case, the Commission has left open the question whether the product market definition for dialysis services should cover  both  HD
      and PD[9]. Another Commission decision briefly considered fluids for dialysis treatments without  reaching  a  conclusion  on  the  product
      market  definition.[10]  Lastly,  the  Commission  has  also  considered  a  separate  product  market  for  catheters  and  kits  used  in
      haemodialysis.[11]

  21. As regards the possible distinction between HD and CRRT products, replies to the Commission's market investigation have indicated that CRRT
      equipment can normally not be used for HD treatments and vice  versa.[12]  Acute  patients  are  relatively  rarely  treated  with  HD.[13]
      Moreover, respondents have confirmed that the treatment location (ICU, or nephrology units) of acute patients influences the choice of  the
      treatment: CRRT is mainly used in ICU, while HD is used in nephrology units.[14] Although hospitals purchase both HD  and  CRRT  equipment,
      specialised clinics and dialysis centres generally do not purchase CRRT equipment because they do not treat acute patients.[15] Importantly
      also, price differences between HD and CRRT products do not appear to be a significant  criterion  for  the  physicians  to  prescribe  one
      treatment rather than the other.[16]

  22. Therefore, a small but significant increase in the price of CRRT products would be unlikely to induce a significant number of customers  to
      switch to a significant degree to HD to treat acute patients, and vice-versa. In light of the above, the  Commission  considers  that  CRRT
      products and HD products belong to separate product markets.

  23. As regards the possible distinction between HD and PD, replies to the Commission's market investigation have indicated  that  HD  equipment
      cannot be used for PD treatments and vice versa. The choice between HD and PD to treat a  given  chronic  patient  mainly  depends  on  the
      clinical status of the patient, but also on the patient's preferences and the suitability of the treatment with his or  her  lifestyle  (in
      particular because PD, which is performed at home, requires a certain level of assistance and autonomy on the part of the patients,  unlike
      HD[17])[18]. Importantly, price differences between PD and HD do not appear to be a significant criterion for the treatment prescription by
      the physician[19].

  24. Therefore, a small but significant increase in the price of HD products would be unlikely to induce a significant number  of  customers  to
      switch to PD to treat chronic patients, and vice-versa. In light of the above, the Commission considers that PD products  and  HD  products
      belong to separate product markets.

  25. Finally, CRRT and PD products are fundamentally different and used for treatments applying to two  very  distinct  categories  of  patients
      (acute and chronic patients respectively). Therefore, the Commission considers that these products also  belong  to  two  separate  product
      markets.

  26. In view of the above, the Commission concludes that CRRT, HD and PD products belong to separate product markets.

  27. The extent to which, for each of CRRT and HD, the relevant product market should encompass all or several types of devices and  consumables
      considered together as forming a single "system", or whether the market should be defined on the basis of each  main  type  of  device  and
      consumable ("components") is considered in the following two sections. As the merging Parties'  activities  do  not  overlap  in  PD,  this
      treatment method is not further assessed in this respect.

2 HD: system versus components

  28. Baxter submits that it would not be appropriate to treat the individual components of an HD system as each constituting a distinct  product
      market. It notes that customers often do not purchase monitors, disposables and fluids separately. In some cases, they conclude a "pay  per
      treatment" contract[20]. Furthermore, according to Baxter, CRRT suppliers typically offer all (or most) CRRT components.

  29. In previous decisions dealing with medical devices[21] in fields other than RRT, where the Commission assessed the  relevance  of  defining
      markets on the basis of whole medical systems rather than individual "components" forming such systems, technical interoperability  between
      components of different suppliers was an important criterion taken into consideration in such assessment. The following considerations  may
      be relevant to such assessment: whether the main device in a system is a low value product - sometimes given for free by suppliers and  the
      extent to which the choice of the main device is a key factor in determining the choice of the supplier.[22]

  30. In the present case, Baxter provided detailed information about the compatibility of dialysers, fluids and  bloodlines  with  different  HD
      monitors[23]. The information  indicates  that  various  HD  components  originating  from  different  suppliers  appear  to  be  generally
      interoperable. This fact was confirmed in the market  investigation.[24]  Dialysers  and  fluids  are  generally  compatible  with  various
      suppliers' monitors. Although bloodlines are generally monitor specific, as they are designed for the monitor model in question,  they  can
      be produced by different manufacturers[25]. Exceptionally, there are a few HD monitors that work exclusively with  pre-connected  sets  and
      cassettes.[26]

  31. The market investigation indicated that the majority of customers buy monitors[27], dialysers and fluids separately, in most instances from
      different providers.[28] The reason indicated for such choice was customers' desire to maintain a degree of independence and to  have  some
      protection against production problems. Certain customers believe that if they buy items individually they are able  to  procure  the  best
      products at the best prices. Hospitals and clinics generally conclude agreements allowing them to buy at  least  some  of  the  consumables
      (dialysers and fluids) from different suppliers when technically possible.[29]

  32. Furthermore, an analysis of the tendering data provided by  Baxter  indicates  that  although  the  purchasing  pattern  varies  among  EEA
      countries, tenders are generally organised in lots and competitors bid for different lots, containing specific components or sets. This way
      of structuring tenders allows customers to select different providers for different HD products if they see fit.

  33. Although, the system-based market definition proposed by Baxter is not strongly supported by the market investigation, for the purposes  of
      the present case, the market definition can be left open in this respect as the Transaction does not raise serious doubts on the HD markets
      under both the "system" and "components" scenario.

3 CRRT: systems versus components

  34. As in the case of HD, Baxter submits that it would be inappropriate to further segment the CRRT market according to its various components.
      First, almost all CRRT suppliers offer the entire range of CRRT components. Second, hospitals and other purchasers often purchase at  least
      bloodlines and dialysers from the monitor's producer because they are "sets" dedicated to that particular type of monitor. According to the
      Parties, bloodlines and dialysers in CRRT are dedicated and possibly proprietary to a specific monitor.[30]  Universal  bloodlines  do  not
      exist in CRRT. Also, Baxter explains that CRRT bloodlines are only offered by the manufacturers of the corresponding CRRT monitors.

  35. As regards fluids, Baxter submits that CRRT fluids are typically not technically linked to the use of specific monitors  or  dialysers  and
      that each fluid could be used with all or most of the other CRRT components. However, Baxter also mentions that differences  in  the  fluid
      bags exist, which may discourage to some extent the use of another supplier’s fluids. Firstly, different types of connections between fluid
      bags and monitors exist, which then require an adaptor for the use of the solution of  another  manufacturer.  Secondly,  the  bag  can  be
      attached to the monitor in different ways (for example Gambro’s Prismaflex monitor carries  bags  by  three  hooks  to  improve  stability,
      instead of one hook per bag as, for instance, Baxter’s Aquarius monitor).

  36. The result of the market investigation indicated that bloodlines and dialysers ("CRRT sets") are generally technically  linked  (dedicated)
      to the CRRT monitor.[31]

  37. As regards fluids, the results of the market investigation are mixed. First, it seems that fluids are generally compatible with third-party
      CRRT sets.[32] Second, in some cases, a different department within the hospital deals with the purchasing  of  CRRT  fluids  as  they  are
      considered as pharmaceutical products.[33] Third, out of all responding customers, only one  third  said  they  would  have  PPT  contracts
      (typically requiring them to source all components from one supplier).[34]

  38. However, a number of elements point towards CRRT fluids being part of an overall CRRT system market. First, in practice,  the  majority  of
      customers that replied to the Commission's market investigation buy all disposables from the same supplier, even  though  fluids  could  in
      principle be purchased from different suppliers according to usual contractual arrangements.[35] Second, the majority of  customers  prefer
      to source all main categories of CRRT products from the same provider.[36] Third, the  majority  of  the  competitors  indicated  that  the
      ability to provide all main categories of CRRT products is a crucial aspect of being successful in this market.[37]

  39. In view of the above, the Commission will assess the effects of the Transaction on the markets for  CRRT  products  on  the  basis  of  two
      possible alternative market definitions: (i) a single product market for CRRT systems, comprising all CRRT components, and (ii) two product
      markets, one encompassing CRRT monitors and sets (including  bloodlines  and  dialysers)  and  another  including  CRRT  fluids  and  other
      disposables. In the present case, the precise product market definition can be left open in this respect  because  the  Transaction  raises
      serious doubts as to its compatibility with the internal market in a number of EEA  countries  on  all  these  alternative  product  market
      definitions.

4 Adjacent markets

  40. The Parties' activities overlap in water treatment systems and therapeutic plasma exchange.

1 Water treatment systems

  41. Water treatment systems generate purified pre-treated water that is used by HD machines to produce dialysate and replacement fluids. Baxter
      submits that water treatment systems should be considered as forming one single product market, without it being necessary  to  distinguish
      between large-scale water treatment systems such as those serving a large HD treatment unit (renal wards or  large  dialysis  centres)  and
      smaller units such as those used by individual patients for home HD treatments or for in-centre treatment in small dialysis centres.

  42. In previous cases the Commission examined water treatment systems used among others for healthcare applications, but  did  not  define  the
      product or geographic market for water treatment systems related to dialysis, and more generally to healthcare applications.[38]

  43. For the purposes of the present case, the precise market definition can be left open as the  Transaction  does  not  raise  serious  doubts
      irrespective of the market definition considered.

2 Therapeutic plasma exchange (TPE) therapy

  44. Therapeutic plasma exchange ("TPE") is an extracorporeal therapy used to filter large molecular weight substances from  the  blood  plasma.
      TPE can be used to treat a large variety of disorders, mainly neurological or haematological. Baxter submits that TPE  is  not  as  such  a
      renal replacement therapy and should therefore not be considered part of the HD and/or CRRT market.

  45. For the purposes of assessing the competitive effects of the Transaction, the Commission will  consider  the  narrowest  plausible  market,
      namely that of TPE.

2 Geographic market definition

1 HD and CRRT markets

1 Baxter's view

  46. Baxter submits that in previous cases,[39] the Commission has dealt with the provision of dialysis  treatment  services  (rather  than  the
      supply of equipment to providers of dialysis services as is the case here), and left open whether the geographic market was  regional/local
      or national. In another decision related to the dialysis market[40] among others, and more particularly to  “haemodialysis  catheters/kits”
      the Commission had considered an EEA wide geographic market.

  47. Baxter also submits that although some characteristics of the HD and CRRT sectors may point towards a national  definition,  these  markets
      should be regarded as EEA-wide in scope for several reasons.

  48. First, public hospitals often issue EEA-wide tenders for the supply of these products and there are no geographic limitations for suppliers
      invited to participate. Second, the main HD and CRRT suppliers are all active across the  EEA  and  have  centralized  R&D  and  production
      facilities by product categories, shipping these products across the EEA (or worldwide), with transportation  costs  representing  a  minor
      proportion of the overall sales price.

  49. Third, there are no regulatory barriers impeding cross-border trade within the EEA. Monitors, dialysers and bloodlines are subject  to  the
      Medical Devices Directive[41] and once a CE marking has been obtained, a product can be sold throughout the EEA. This would  also  be  true
      for fluids, including - though to a more limited extent - fluids that can  be  used  to  generate  replacement  fluids,  which  qualify  as
      medicinal products under the Community Code (that is to say CRRT replacement fluids which enter  the  patient's  blood  stream),[42]  whose
      marketing authorisations are granted at national level but which benefit from a decentralized[43] or mutual recognition procedure.[44]

  50. Fourth, Baxter claims that local presence is not a crucial factor in the award of a tender/contract, even though some customers may require
      some form of local presence, for instance to provide technical support and/or training services. Fifth, Baxter  argues  that  reimbursement
      schemes in EEA countries do not in any way affect the ability of suppliers to compete with their products in any EEA country as HD or  CRRT
      suppliers do not have to apply separately for reimbursement status in each EEA country.

  51. Sixth, Baxter claims that the fact that suppliers’ market shares may vary from one EEA country to another is  to  a  large  extent  due  to
      historic reasons which does not in any way impair other suppliers’ ability to compete in the same market.

2 The Commission's assessment

  52. The market investigation does not support Baxter's views.

  53. A majority of the customers that replied to the Commission's market investigation indicated, for both HD and  CRRT,  that  when  purchasing
      devices and consumables, they attach importance to the local presence or local sales force of the supplier or its distributors, as well  as
      to the reputation of the supplier in their country. In particular, elements such as the potential supplier's local training and maintenance
      team are among the important factors influencing the customers' choice, given the importance of  these  after-sales  services  for  monitor
      users[45].

  54. Regarding the supply of monitors, customers generally require the presence of a maintenance representative working for the supplier in  the
      country where they are located[46]. Regarding the supply of consumables (fluids, dialysers and  bloodlines),  customers  also  expressed  a
      preference to have locally active suppliers. The main reason is the need for short delivery times and for hospitals  and  clinics  to  have
      rapid response in case of problems with the products.[47] Distributors confirmed that regarding consumables, local warehouses are necessary
      in order to be able to meet customers' time-of-delivery requirements.[48] Local warehouses are generally situated  at  a  distance  ranging
      from 150 to 400 km from the customer's premises.[49] As to monitors, distributors emphasised the importance of having permanently available
      maintenance support teams for training and technical service.[50]

  55. The market investigation in this case indicated that competitors generally do not respond to public tenders in EEA countries where they  do
      not have a direct or indirect presence, both for HD and CRRT.[51] For example, Nikkiso Europe stated that it "is not responding to requests
      from markets where [they] have no partners".[52] Moreover, the market investigation indicated that almost all competitors and  distributors
      have a sale or distribution network organized at national level, or even at sub-national / local level.[53]

  56. In addition, the bidding data submitted by Baxter indicates that tenders are organized at national level and market  conditions  vary  from
      country to country.

  57. Furthermore, the market investigation has indicated the existence of significant differences as regard the  final  price  of  the  product,
      namely price fluctuations of more than 10-20% between EEA  countries  for  HD.  Competitors  explain  this  fluctuation  by  the  different
      reimbursement rates applicable under the various national reimbursement schemes, which are taken into account by suppliers  when  proposing
      or negotiating prices.[54] As regards national reimbursement system for CRRT, the market investigation indicates that modalities vary  from
      country to country.[55]

  58. Finally, as regards regulatory barriers, while having a CE mark is sufficient to sell CRRT or HD medical device products  across  the  EEA,
      this does not apply to fluids that can be used to generate replacement fluids as these  are  considered  pharmaceutical  products  and  are
      subject to approval by national authorities under the Community Code. Moreover, additional notification or registration  is  necessary  for
      medical devices in some countries such as Spain or Greece[56]. Besides, language differences may be an additional burden when applying  for
      regulatory approvals for the pharmaceutical products as all necessary documentation has to be translated.[57]

3 Conclusion

  59. In view of the foregoing, the relevant geographic markets for HD systems and components are likely to be national in scope, rather than EEA-
      wide. For the purposes of the present case, however, the precise definition can be left open as the  Transaction  does  not  raise  serious
      doubts with respect to HD under any alternative geographic market definition.

  60. Similarly, the relevant geographic markets for CRRT systems, sets and disposables are likely to be national in scope, rather than EEA-wide.
      For the purposes of the present case, however, the precise definition can be left open as the Transaction raises serious doubts  under  the
      alternative geographic market definitions.

2 Adjacent markets

1 Water treatment systems

  61. Baxter submits that the relevant geographic market for water treatment systems is (at least) EEA-wide in scope.

  62. For the purposes of the present case, however, the precise market definition can be left open since the Transaction does not raise  serious
      doubts whether the market is considered to be national or EEA-wide in scope.

2 Therapeutic plasma exchange

  63. Baxter submits that the TPE market should be considered as EEA-wide.

  64. For the purposes of the present case, however, the precise market definition can be left open since the Transaction does not raise  serious
      doubts whether the market is considered to be national or EEA-wide in scope.

      COMPETITIVE ASSESSMENT

1 Haemodialysis (HD) Therapy equipment and consumables - Horizontal overlaps

1 EEA level

  65. The Parties estimate that the overall EEA HD market (encompassing all HD equipment and consumables) was worth EUR […] billion in 2012.

  66. Gambro produces and sells HD monitors, associated technical services, disposables, and fluids. Whilst Baxter also sells all these products,
      it only manufactures fluids and sources the other components from third parties. Baxter supplies monitors in eight  EEA  countries,  namely
      Denmark, Finland, Ireland, Italy, the Netherlands, Spain, Sweden, and the United Kingdom. These monitors are  manufactured  for  Baxter  by
      Nikkiso and bear Nikkiso's label. Until recently, Baxter offered dialysers  […].[58]  Baxter  offers  bloodlines  dedicated  for  use  with
      Nikkiso’s monitors, which are […]. It also sources dedicated bloodlines […]. Moreover, it distributes bloodlines  dedicated  for  use  with
      competing monitors (such as those manufactured by Gambro or Fresenius) […].

  67. However, [Baxter's supply agreements].[59]

  68. The Parties supply HD products either directly to end-customers or through distributors, depending on the country concerned.

1 HD systems

                 Market Structure – Market shares

  69. The market shares estimated by the Parties on the EEA HD systems market (comprising  monitors,  bloodlines,  dialysers,  fluids  and  other
      disposables) are as follows:

                                         Table 1: Market shares for the EEA HD systems market (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[20-30]%      |
|Combined         |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Fresenius        |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|B. Braun         |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |
|Nipro            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Toray            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

  70. Baxter submits that the Parties' combined EEA market share is moderate (approximately [30-40]%) and that the increment is  small  ([0-5]%).
      Baxter stresses that it is currently the […] largest player, behind B. Braun ([5-10]%), while Gambro currently ranks second with  a  market
      share of [20-30]%. Baxter also stresses that the combined entity will still only rank […] behind the leading player Fresenius Medical  Care
      ("Fresenius" or "FMC"), which has a market share of [30-40]%.

  71. In the Commission's view, the market shares indeed suggest that on an EEA-wide basis, the combined entity will continue to face competition
      from several strong market players, first and foremost Fresenius, which achieves a […] share than the Parties' combined market  share,  but
      also B. Braun and to a lesser extent, Bellco, Nipro and Nikkiso. In addition, while Baxter's market share has remained stable over the past
      six years at some [0-5]%, Gambro's market share has been declining significantly over the same period, and this decrease is correlated to a
      significant increase in Fresenius', and to a lesser extent, B. Braun's market share. This suggests that Fresenius and B. Braun are  dynamic
      competitors in the HD markets and would have the potential to attract a significant number of customers should the combined entity  attempt
      to raise prices or decrease quality post-Transaction.

  72. In addition, the increment is relatively limited, which is indicative of limited merger-specific effects on the competitive dynamics.

  73. In the course of the market investigation, a majority of customers and competitors indicated that the combined  entity  would  continue  to
      face significant competition from other HD product suppliers post-Transaction. A large majority of the  competitors  that  took  this  view
      identified Fresenius as a source of competitive pressure. Other suppliers mentioned as a source  of  competitive  pressure  on  the  merged
      entity included B. Braun. Bellco, Nipro, Nikkiso and Asahi[60]. Other elements collected in the course of the market investigation tend  to
      confirm the strength of Fresenius and B. Braun, and the non-negligible role played by other market participants such as Bellco  and  Nipro.
      In particular, customers were asked to score the strength of Baxter, Gambro, Fresenius and B.  Braun  with  respect  to  various  criteria,
      namely price, quality, range of products offered, technical assistance, capacity to offer innovative products and local presence. Fresenius
      appears to be viewed as the strongest supplier with respect to all criteria while Gambro ranks second. Baxter and  B.  Braun  have  similar
      scores and are viewed as significantly weaker than both Gambro and Fresenius, notably with respect to quality and  the  range  of  products
      offered. Furthermore, a significant number of respondents mentioned Bellco and Nipro and gave them relatively high scores[61]. The  results
      are largely corroborated by the views expressed by competitors as regards the respective strengths of the main market participants[62].

                 Closeness of competition

  74. Furthermore, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      systems, a large majority of customers named Fresenius. All the other market participants were each either mentioned by a minority  or  not
      mentioned at all. Baxter and B. Braun were identified by a similar number of customers, and were followed by Bellco and Nipro[63]. The same
      outcome emerges from the views conveyed by competitors as regards Gambro's closest  competitor[64].  In  addition,  customers  overall  see
      Gambro and Fresenius as similarly strong competitors with respect to product quality and the range of  products  offered,  with  all  other
      competitors, including Baxter, being significantly weaker in respect of these two criteria[65]. This is consistent with the views expressed
      by Baxter, according to which the Parties are not particularly close competitors notably because Gambro, for which  HD  is  a  key  market,
      strives to differentiate itself from rivals by innovation and quality whereas Baxter – […][66].

  75. Information provided by customers about the switching events that occurred over the last three years further supports the  conclusion  that
      the Parties are not particularly close competitors. Indeed, out of all the switching events reported by customers, only  a  small  minority
      relates to switching between the Parties. Twice as many switching events involved one of the Parties and Fresenius. Moreover,  out  of  all
      the switching events involving Gambro, only 20% also involved Baxter while almost 45% involved Fresenius, 20% involved  B.  Braun  and  35%
      involved other competitors such as Nipro and Bellco in particular[67].

  76. The Commission also analysed the extent to which the Parties may be close competitors with respect to the development of  new  or  upgraded
      products. It appears that the Parties are not particularly close competitors in this respect either,  since  Baxter  is  focussing  on  the
      development of […] whereas Gambro is dedicating its R&D resources to the development of […]. This is  consistently  confirmed  by  internal
      documents obtained from the Parties[68].

                 Customer's ability to switch to other suppliers

  77. The market investigation indicates that switching from one supplier to another as a  result  of  a  price  increase  would  encounter  some
      barriers in particular if switching involves the HD monitor. These  barriers,  however,  may  ultimately  not  prevent  HD  customers  from
      switching.

  78. Overall, competitors consider that switching  supplier  is  easy  for  consumables  (including  fluids,  bloodlines,  dialysers  and  other
      disposables) if the customers' monitors are not technically bundled  to  disposables  exclusively  produced  by  the  manufacturer  of  the
      monitors, which is generally not the case[69], and if the customer does not prefer to purchase them as part of a package including monitors
      and associated technical services, such as a "pay-per-treatment" contract. As regards monitors, switching supplier is  more  burdensome  in
      the eyes of competitors because customers need to test the new monitor model, modify their operational processes and retrain  their  staff.
      According to competitors, overall, switching the supplier entails the same difficulties for disposables as for monitors when  the  customer
      is technically and/or contractually prevented from buying disposables from a supplier other than the supplier of the monitors.[70]

  79. Customers' comments suggest that switching is not excessively difficult. A majority of the customers consider that switching supplier  does
      not entail significant lead time or costs for dialysers, fluids and bloodlines[71]. Responses are more nuanced when it comes to monitors or
      whole HD systems. Respondents referred to the need to retrain staff, and to a lesser extent, test the new equipment and  get  used  to  new
      operating and maintenance processes[72]. However, even if switching supplier requires adaptations and entails  costs  when  it  involves  a
      change of monitor model, those obstacles appear to be surmountable without major difficulties for HD customers. First, the  time  indicated
      by customers as necessary to test the new products and retrain staff broadly ranges from 3 to 12 months. According to certain customers, it
      can even be a matter of a few weeks  only[73].  Second,  switching  does  not  appear  to  entail  disproportionate  costs[74].  Third  and
      importantly, it appears easier to convince a HD customer to switch at the end of a contract period than a CRRT  customer,[75]  based  on  a
      cost/ benefit analysis of switching. Nurses in (HD) dialysis centres or clinics  typically  exclusively  work  on  dialysis  treatment  and
      therefore HD equipment is used routinely and constantly by them.[76] The cost  and  time  to  retrain  specialised  dialysis  nurses  on  a
      different monitor is therefore more rapidly amortised. Moreover, the benefits  of  switching  are  higher  as  the  various  HD  components
      determine a large part of the cost for equipment and consumables in such centres / clinics.[77] Taken  together,  these  factors  therefore
      explain why the barriers to switching that exist are unlikely to act as major deterrents.

  80. Besides, long-term contracts are not widespread in the HD markets, irrespective of the categories of products included in the scope of  the
      contracts, which provides customers with frequent opportunities to switch. Indeed, according to a  majority  of  competitors,  the  typical
      duration of supply agreements does not exceed two to three years[78]. Switching is  further  fostered  in  national  markets  where  formal
      tenders constitute a standard purchasing pattern, since tenders lead customers to conduct in-depth reviews and comparisons of  the  various
      propositions of the main suppliers. Furthermore, on the basis of the outcome of the market investigation, it appears that customers are not
      particularly inclined to maintain a long-term relationship with a single supplier in the HD markets[79].

  81. Customers' replies to the Commission's requests for information show that  switching  is  far  from  uncommon.  Around  one  third  of  the
      respondents indicated that they switched supplier for HD systems or for one or more categories of HD products in the last three  years[80].
      Around half of the switching events concerned one category of products only and a large majority of the switching events concerned  one  or
      more categories of consumables, excluding monitors[81]. This outcome reflects the  possibility  enjoyed  by  HD  customers  to  switch  the
      supplier for only part of the HD products. This possibility, which stems from the high degree of interoperability of the various HD devices
      and consumables – and which does not exist in the area of CRRT or is much more limited – facilitates switching to a significant extent.  In
      addition, for a majority of reported switching events, customers indicated that they had experienced no significant difficulties  and  that
      they incurred no significant costs[82].

  82. Therefore, even though there are hurdles to switching supplier in particular for monitors, and in certain circumstances,  for  disposables,
      these hurdles would not be sufficient to prevent a significant number of customers from switching away from the combined entity  relatively
      quickly, if the latter were to raise prices, to alternative suppliers.

                 Competitive significance of Baxter

  83. Market share data show that Gambro is a much more significant competitor than Baxter, which has had a modest and  stable  market  share  of
      around [0-5]% only over the last six years and which in addition, only manufactures itself […] of the categories of  HD  products  […]  and
      depends on third party manufacturers for […]. Switching events reported by customers in the framework of the market investigation  tend  to
      confirm the limited competitive constraint exerted by Baxter on other competitors, in particular Gambro. Indeed, for  only  […]%  of  these
      switching events[83], the relevant customers switched to Baxter.  The  corresponding  figures  for  Gambro,  B.  Braun  and  Fresenius  are
      respectively […]%, […]% and […]%[84]. As regards B. Braun, which has much lower market shares than Gambro and Fresenius, but  to  which  an
      equivalent number of customers switched in recent years, this figure shows that it is a dynamic competitor, likely to continue to  grow  in
      the near future. There is no similar indication concerning Baxter, whether in market share developments,  switching  events  or  any  other
      elements collected in the course of the market investigation.

  84. Therefore, the Transaction would not eliminate an important competitive force on the HD systems market at EEA level.

                 Barriers to entry and expansion

  85. The market investigation indicates that barriers to entry into the EEA HD market appear to be high. This is  the  case  in  particular  for
      monitors, for which customers' brand loyalty, the need to conduct  significant  research  and  development  programmes,  obtain  regulatory
      approvals and intellectual property rights and the need for a local presence at national level with qualified sales forces constitute major
      obstacles to entry. For consumables, the outcome of the  market  investigation  indicates  that  barriers  to  entry  are  substantial,  in
      particular in view of the importance of economies of scale, which implies that a manufacturer needs to produce and sell  large  volumes  in
      order to be competitive[85]. According to competitors, overall, a company would need between two to four years to launch consumables on the
      market and around five years to launch a monitor[86].

  86. For a company already supplying HD products in certain countries (whether within or outside the EEA) and  willing  to  enter  into  an  EEA
      country where it is not yet present, barriers to entry would, according to respondents, also be significant. The main obstacles  relate  to
      the need to advertise products, build up a good reputation, and set up local technical, training, marketing and sales teams.[87]

  87. Therefore, barriers to entry into the markets for HD system, whether at EEA or national level, are generally significant.

                 Buyer power

  88. Baxter argues that the Parties face sophisticated customers  which  increasingly  join  forces  through  purchasing  consortia  or  similar
      structures with a view to enhancing their bargaining power vis-à-vis suppliers. It also argues that customers pursue a number of strategies
      in order to increase the number of companies that compete against each other and to ensure that they are in a position to  select  multiple
      suppliers. Finally, it argues that customers can easily switch supplier, that their procurement processes are increasingly professionalised
      and that they are under rising pressure by national security systems to drive prices down through negotiations with suppliers.

  89. The Commission notes that the value of customers' procurement contracts appears to vary significantly from  one  customer  to  another[88].
      Whereas certain contracts cover the needs of a large share of the whole market of individual countries, many others are much  more  modest,
      especially when they cover a single healthcare centre, which still occurs to a significant extent. Since prices are individually negotiated
      and not set by suppliers for the whole of their customer portfolio, it is unlikely that the possible buyer power enjoyed by large consortia
      and hospitals could protect smaller customers against hypothetical price rises rendered possible as a result of the Transaction.

  90. Yet, the question of whether buyer power would be sufficient to offset hypothetical negative effects of the Transaction can  be  left  open
      since the Transaction does not raise serious doubts as to its compatibility with the internal market with respect to an EEA market  for  HD
      systems.

                 Conclusion

  91. In view of the Parties' respective market shares and their development over recent years, the strength of competitors such as Fresenius, B.
      Braun, Bellco and Nipro, the fact that the Parties are not  close  competitors  and  the  possibility  for  customers  to  switch  supplier
      relatively quickly and without major costs, the Commission concludes that  the  Transaction  does  not  raise  serious  doubts  as  to  its
      compatibility with the internal market with respect to an EEA market for HD systems.

2 HD monitors

                 Market Structure – Market shares

  92. The market shares estimated by the Parties on an EEA market for HD monitors are as follows:

                                          Table 2: Market shares in the EEA HD monitor market (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |
|Combined         |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |
|B. Braun         |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Nikkiso          |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

  93. Baxter stresses that its market share only amounted to [0-5]% in 2012 and that consequently very limited  merger-specific  effects  can  be
      expected. Baxter argues that the combined entity will continue to face strong competition notably from Fresenius, B.  Braun,  Nikkiso,  and
      Bellco. Baxter further remarks that Nipro and NxStage managed to expand their HD activities also  with  regard  to  HD  monitors.  Besides,
      Baxter considers that it does not exert a particularly important competitive constraint on Gambro.

  94. Gambro's market share has been declining over recent years. Baxter's market share has never exceeded [0-5]% over the last six years nor  is
      this share likely to grow significantly.

  95. Indeed, [Baxter's supply agreements]. Furthermore, a majority of customers sourcing monitors from Baxter (or having sourced  monitors  from
      Baxter in the last 12 months), these monitors being all manufactured by Nikkiso, indicated that they would be  ready  to  source  the  same
      monitors through an alternative distribution channel that would not involve Baxter.[89] This means that if Nikkiso  started  to  distribute
      its monitors directly or through a distributor other than Baxter, this would not deter customers from continuing to buy these monitors.

  96. […] is likely to expand its operations in the markets for HD monitors in Denmark, Sweden, Finland and  the  Netherlands  in  the  next  few
      months and is likely to capture a very significant proportion of Baxter's customers. This element will be discussed as appropriate  in  the
      assessment of the effects of the Transaction on the national markets concerned.

                 Conclusion

  97. In view of the foregoing, the Commission concludes that the Transaction does not raise serious doubts as  to  its  compatibility  with  the
      internal market with respect to an EEA market for HD monitors.

3 HD bloodlines

  98. The market shares estimated by the Parties on the EEA-wide market for HD bloodlines are as follows:

                                        Table 3: Market shares in the EEA HD bloodlines market (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[20-30]%      |
|Combined         |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|B. Braun         |[0-5]%        |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[0-5]%        |
|Nipro            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Hemodia          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[10-20]%      |[10-20]%      |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

  99. As in the case of monitors, Gambro's market share has been declining over recent years. The increment is also small: Baxter's market  share
      has never exceeded [0-5]% over the last six years.

 100. Furthermore, [Baxter's supply agreement]. This element will be discussed as appropriate in the assessment of the effects of the Transaction
      on the national markets concerned.

 101. In view of the foregoing, the Commission concludes that the Transaction does not raise serious doubts as  to  its  compatibility  with  the
      internal market with respect to an EEA market for HD bloodlines.

4 HD dialysers

                 Market Structure – Market shares

 102. The market shares estimated by the Parties on an EEA-wide market for HD dialysers are as follows:

                                         Table 4: Market shares in the EEA HD dialysers market (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[20-30]%      |[20-30]%      |
|Combined         |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|B. Braun         |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Nipro            |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |
|Toray            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 103. The Parties' combined market share does not exceed [30-40]% and the increment is small, with Baxter's market  share  not  exceeding  [0-5]%
      over the last two years and never more than [0-5]% in any of the last six years.

 104. Furthermore, […][90], […]. […] has indicated that it has already developed its own distribution network.[91] Besides, in  response  to  the
      Commission's requests for information, a large majority of customers sourcing dialysers from  Baxter  (or  having  sourced  dialysers  from
      Baxter in the last 12 months) indicated that they would be ready to source dialysers through an alternative distribution channel[92].

 105. As indicated at paragraph 66 above, whereas the monitors produced by […] and sold by Baxter [Baxter's manufacturing and sourcing strategy],
      dialysers manufactured by […] and sold by Baxter [Baxter's manufacturing and sourcing  strategy].  However,  customers'  responses  to  the
      Commission's requests for information indicate that for a large majority of the respondents, a label on HD products is in itself of limited
      importance. By contrast, customers attach importance both to the actual identity of the manufacturer (which has an impact on the quality of
      the product) and the identity of the distributor (which has an impact on the quality of the  distribution  and  after-sales  services)[93],
      which can be independent of the label borne by the product. A large majority of the respondents are aware of the  identity  of  the  actual
      manufacturer of the HD products that they purchase even if its label is not on these products[94] and responses show  that  customers  base
      their selection of a manufacturer (and the associated distribution channel) on the basis of a relatively thorough  knowledge  of  both  the
      manufacturer and the distributor, going far beyond the information provided by the label. For instance, […] indicated  that  it  "needs  to
      know the country where the resold product is manufactured and the quality standards applied in that country"[95].

 106. Therefore, if dialysers originating from […] started to be sold under a different […] than Baxter's  one,  this  change  of  […]  would  be
      unlikely to have a significant impact on the customer's decisions to continue to buy these dialysers or not.

 107. In view of these elements, […] is likely to expand its operations on the markets for HD dialysers in the EEA in the next few months and  is
      likely to capture a significant proportion of Baxter's customers. This element will be discussed as appropriate in the  assessment  of  the
      effects of the Transaction on national markets.

                 Conclusion

 108. In view of the foregoing, the Commission concludes that the Transaction does not raise serious doubts as  to  its  compatibility  with  the
      internal market with respect to an EEA market for HD dialysers.

5 HD fluids

                 Market Structure – Market shares

 109. The market shares estimated by the Parties on a EEA market for HD fluids are as follows:

                                      Table 5: Market shares in the EEA-wide market for HD fluids (in value)

|Competitor             |Share of sales                                                                            |
|                       |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro                 |[30-40]%      |[30-40]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Combined               |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[20-30]%      |
|FMC                    |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |
|B. Braun               |[5-10]%       |[5-10]%       |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|Bellco                 |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|MTN Neubrandenburg     |              |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nipro                  |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Unipharm               |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others                 |[5-10]%       |[10-20]%      |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Total                  |100%          |100%          |100%          |100%          |100%          |100%          |

            Source: Parties' estimates

 110. Baxter submits that Fresenius is the market leader with a [40-50]% share in 2012, followed  by  Gambro  ([20-30]%),  B.  Braun  ([10-20]%),
      Bellco ([5-10]%), Baxter ([5-10]%), and others. According to Baxter, the Transaction will not materially alter the competitive situation as
      the new entity will not be able to close the gap with Fresenius, Baxter being only a smaller player and a number of other competitors  will
      remain active in HD fluids. In the near future, Baxter also expects increased competition from Nipro, which allegedly is already  a  viable
      competitor in some EEA countries, such as Greece ([5-10]%), Portugal ([0-5]%), and Slovakia ([10-20]%),  and  is  expected  to  expand  its
      activities into other EEA countries.

 111. In the Commission's view, the market shares suggest that on an EEA-wide market, the combined entity will face significant competition  from
      several strong market players, first and foremost Fresenius, which achieves a significantly higher market share than the Parties'  combined
      market share, but also B. Braun and to a lesser extent, Bellco. In addition, while Baxter's market shares have  remained  stable,  Gambro's
      shares have been declining considerably over the last six years, and this decrease is correlated to a significant increase  in  Fresenius',
      and to a lesser extent, B. Braun's market shares. This suggests that Fresenius and B. Braun are dynamic competitors which  would  have  the
      potential to attract customers should the combined entity attempt to raise prices or decrease quality post-Transaction.

                 Closeness of competition

 112. In addition, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      fluids, a large majority of customers named Fresenius. All the other market participants were each either mentioned by a  minority  or  not
      mentioned at all. Baxter and B. Braun were identified by a similar number  of  respondents,  and  were  followed  by  Bellco,  Dirinco  and
      Nipro[96]. The same outcome emerges from the views conveyed by competitors as  regards  Gambro's  closest  competitor[97].  Therefore,  the
      Parties are not close competitors on an EEA market for HD fluids.

                 Conclusion

 113. In view of the foregoing as well as the findings regarding barriers to switching for disposables (including fluids), it is likely  that  if
      the combined entity were to raise prices for fluids post-Transaction, customers would switch to strong competitors such as Fresenius and B.
      Braun.

 114. Consequently, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility with the internal  market
      with respect to an EEA- market for HD fluids.

2 National level

 115. The Parties' HD supply activities overlap in 24 EEA countries: Austria, Belgium, the Czech Republic,  Denmark,  Estonia,  Finland,  France,
      Germany, Greece, Hungary, Ireland, Italy, Lithuania, Luxembourg, the Netherlands, Norway, Poland, Portugal,  Romania,  Slovakia,  Slovenia,
      Spain, Sweden and the United Kingdom.

 116. The merged entity's market shares are below 15% on all possible product markets in six of these EEA countries (the Czech Republic, Estonia,
      Greece, Hungary, Romania and Slovakia). Consequently, the Transaction does not give rise to affected markets in any of these EEA countries.
      This also holds true for the Irish monitors market, which is not affected either.

 117. For the purposes of the competitive assessment in this case , the various national product markets  that  are  horizontally  affected  were
      allocated to one of three categories:[98]

   i. Group 1 markets: where the Parties' combined market share exceeds 35% and the increment exceeds 1%;

  ii. Group 2 markets: where the Parties' combined market share exceeds 35% but the increment does not exceed 1%;

 iii. Group 3 markets: where the Parties' combined market share does not exceed 35%.

 118. The Norwegian markets for HD systems and HD dialysers[99] fall within Group 2 as the Parties' combined market shares exceeded 35%  in  2012
      and the increment did not exceed 1% on these two markets. Given the insignificant increment, the Commission concludes that the  Transaction
      does not raise serious doubts as to its compatibility with the internal market in respect of these possible markets.

 119. All the possible HD markets in the following countries fall within Group  3:  Belgium  and  Luxembourg[100],  Germany,  Lithuania,  Poland,
      Portugal and Slovenia.[101] In addition the HD markets in the following countries also fall within Group 3: Finland (HD systems, bloodlines
      and fluids); Ireland (HD systems and bloodlines); Spain (dialysers) and the United Kingdom (HD systems, bloodlines and fluids).

 120. In most of the various product markets in these countries, the increment is  minimal,  not  exceeding  1%.  When  this  is  the  case,  the
      Transaction is not likely to result in a significant increase in market power. In the few markets where the increment is  higher  than  1%,
      the Parties' combined market share does not exceed 34% and the combined entity will face very significant competition from Fresenius (which
      in all cases has a market share higher than [30-40]%) but also from a range  of  other  competitors[102].  In  addition,  no  substantiated
      concerns have been raised by customers in the course of the market  investigation  as  regards  these  markets.  The  Commission  therefore
      concludes that the Transaction is unlikely to raise serious doubts as to its compatibility with the  internal  market  in  respect  of  any
      possible HD market in Belgium, Luxembourg, Germany, Lithuania, Poland, Portugal and Slovenia or in Finland  with  respect  to  HD  systems,
      bloodlines and fluids, in Ireland with respect to HD systems and bloodlines, in Spain with respect to dialysers and in the  United  Kingdom
      with respect to HD systems, bloodlines and fluids.

1 Group 1 markets - Introduction

 121. The following section therefore focuses on  markets  in  ten  Member  States  (Austria,  Denmark,  Finland,  France,  Ireland,  Italy,  the
      Netherlands, Spain, Sweden and the United Kingdom) that fall within Group 1, referring as appropriate to the findings of the assessment  of
      the effects of the Transaction at EEA level, insofar as these findings are applicable to the relevant national market.

 122. For the purposes of assessing the closeness of competition between the Parties, the Commission requested the Parties to submit bidding data
      for these ten EEA countries covering their participation in competitive processes, including both formal tenders and informal requests  for
      quotes[103]. Generally, information gathered in this way may constitute relevant evidence for assessing the degree of  competition  between
      the merging parties especially in markets such as the ones in the current case where  products  are  differentiated  and  the  duration  of
      contracts is generally longer than one year. Diversion ratios based on tender data are informative  about  the  actual  competition  taking
      place when bidding for contracts. In particular, quantifying the proportion of bids lost  by  one  of  the  Parties  and  attributing  them
      proportionally to the winners provides a real positioning of the competitors of that party in the market.

 123. The bidding data submitted by the Parties cover a period of five years (2008-2012), and is structured into two separate files for each  EEA
      country, one including the tenders which Baxter is aware of and another the tenders of which Gambro is aware.

 124. The Commission analysed these bidding data on a country-by-country basis. The results of this analysis are presented below  when  assessing
      the effects of the Transaction on the various national markets.

2 Austria

 125. The Parties estimate that the market for HD systems, encompassing all the HD equipment and  consumables,  was  worth  EUR  […]  million  in
      Austria in 2012.

 126. Gambro sells a full range of HD products. It supplies them [Gambro's distribution system]. Baxter [Composition of Baxter's monitor  sales].
      In Austria, Baxter sells dialysers originating from […],  bloodlines  for  older  generation  Baxter  monitors  as  well  as  for  monitors
      manufactured by other players, and fluids. Baxter sells these products [Baxter's distribution system].

 127. The Parties' main competitors in Austria are Fresenius, B. Braun, and to a lesser extent, Nikkiso and Nipro. Fresenius and B.  Braun  offer
      the full range of HD products in Austria. […] has recently acquired two dialysis clinics (in […] and in […], in the province of […]).

 128. Baxter submits that its own position in the Austrian HD market as the […] largest supplier is very limited. Also,  Gambro's  market  shares
      have been steadily decreasing over the past years.

 129. Baxter submits that the small increment brought about by the Transaction will not significantly impede competition. Baxter claims  that  it
      is not a close competitor of Gambro, and that the Parties will continue to face fierce competition from other  players.  Baxter  adds  that
      there are no Austria-specific barriers to entry or expansion, and that customers can exercise significant countervailing power.

                 HD systems

                       Market structure – Market shares

 130. The market shares estimated by the Parties on an Austrian market for HD systems are as follows:

                                     Table 6: Market shares in the Austrian market for HD systems (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|B. Braun         |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Nipro            |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[0-5]%        |[0-5]%        |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 131. The increment is insignificant (approximately [0-5]%). In addition, Gambro's market share has been decreasing substantially over  the  last
      years, whereas Fresenius' market share has been increasing significantly. Post-Transaction, the combined entity is expected to continue  to
      face significant competition from a range of dynamic market participants, first and foremost Fresenius but also B.  Braun  and  to  a  more
      limited extent, Nikkiso and Nipro.

                 Closeness of competition

 132. Also, the Parties do not appear to be particularly close competitors. A  majority  of  Austrian  customers  replying  to  the  Commission's
      requests for information named Fresenius as Gambro's closest competitor.  B. Braun was also mentioned whilst Baxter was not[104]. This,  in
      addition, to the general findings reached as regards closeness of competition between the Parties  in  the  EEA-wide  assessment,  confirms
      Baxter's view that it is not a close competitor of Gambro.

                 Competitive significance of Baxter - customers' ability to switch to other suppliers

 133. In view of the development of Baxter's market shares over recent years and the fact that it only manufactures fluids and depends  on  third
      party manufacturers for other products, Baxter does not appear as a source of significant competitive constraint to  Gambro.  By  contrast,
      Fresenius and B. Braun appear as strong competitors. The fact that […] has recently opened clinics in Austria (providing an outlet for  its
      HD products) tends to indicate that this company is likely to expand in Austria in the near future.

 134. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

                 Conclusion

 135. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Austrian market for HD systems.

                 HD monitors

 136. The market shares estimated by the Parties on the Austrian market for HD monitors are as follows:

                                     Table 7: Market shares in the Austrian market for HD monitors (in value)

|Competitor       |Share of sales                                                                              |
|                 |2007           |2008           |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%       |[50-60]%       |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%       |[60-70]%       |[50-60]%      |[50-60]%      |[40-50]%      |[50-60]%      |
|FMC              |[30-40]%       |[30-40]%       |[40-50]%      |[30-40]%      |[40-50]%      |[40-50]%      |
|Nikkiso          |[5-10]%        |[0-5]%         |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|B. Braun         |[0-5]%         |[0-5]%         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%           |100%           |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 137. The increment is very limited. In addition, [Composition of Baxter's sales]. Therefore, Baxter's modest market share overstates its role in
      the competitive dynamics. This means that the increment ([0-5]%) overstates the merger-specific effects. Besides, Gambro's market share has
      been declining significantly over the last three years.

 138. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Austrian market for HD monitors.

                 HD bloodlines

 139. The market shares estimated by the Parties on the Austrian market for HD bloodlines are as follows:

                                    Table 8: Market shares in the Austrian market for HD bloodlines (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |
|FMC              |[20-30]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |
|Nikkiso          |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |              |[5-10]%       |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |
|Dimedico         |[5-10]%       |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

              Source: Parties' estimates

 140. The increment is rather small (approximately [0-5]%). In addition, Gambro's market share has been decreasing substantially  over  the  last
      years, whereas Fresenius' market share has been increasing significantly.  Post-Transaction,  the  combined  entity  is  expected  to  face
      significant competition from a range of dynamic market participants, first and foremost Fresenius but also B. Braun and Nikkiso.

 141. In addition, the Parties do not appear to be particularly close competitors. A majority of customers replying to the Commission's  requests
      for information named Fresenius as Gambro's closest competitor. B.Braun was also mentioned whilst Baxter was not[105]. This,  in  addition,
      to the general findings reached as regards closeness of competition between the Parties in the EEA-wide assessment, confirms Baxter's  view
      that it is not a close competitor of Gambro.

 142. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 143. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Austrian market for HD bloodlines.

                 HD dialysers

 144. The market shares estimated by the Parties on the Austrian market for HD dialysers are as follows:

                                    Table 9: Market shares in the Austrian market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |
|Nipro            |[10-20]%      |[10-20]%      |[10-20]%      |[5-10]%       |[5-10]%       |[5-10]%       |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[0-5]%        |[0-5]%        |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |              |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

              Source: Parties' estimates

 145. The increment is small (approximately [0-5]%). In addition, Gambro's market  share  has  been  decreasing  over  the  last  years,  whereas
      Fresenius' market share has been  increasing  significantly.  Post-Transaction,  the  combined  entity  is  expected  to  face  significant
      competition from a range of significant market participants, first and foremost Fresenius but also Nipro and B. Braun.

 146. In addition, the Parties do not appear to be particularly close competitors. A majority of customers replying to the Commission's  requests
      for information named Fresenius as Gambro's closest competitor. B.Braun and Nipro were also mentioned whilst Baxter was not[106]. This,  in
      addition, to the general findings reached as regards closeness of competition between the Parties  in  the  EEA-wide  assessment,  confirms
      Baxter's view that it is not a close competitor of Gambro.

 147. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs, if the combined entity were to increase prices post-Transaction also applies to this assessment.

 148. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Austrian market for HD dialysers.

                 HD fluids

 149. The market shares estimated by the Parties on the Austrian market for HD fluids are as follows:

                                     Table 10: Market shares in the Austrian market for HD fluids (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |
|FMC              |[20-30]%      |[20-30]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|B. Braun         |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

              Source: Parties' estimates

 150. The increment, (approximately [0-5]%) is small. In addition, Gambro's market share  has  been  decreasing  over  the  last  years,  whereas
      Fresenius' market share has been  increasing  significantly.  Post-Transaction,  the  combined  entity  is  expected  to  face  significant
      competition from a range of significant market participants, first and foremost Fresenius but also B. Braun, which has had a  market  share
      of around [10-20]% over the last six years, and Nikkiso.

 151. In addition, the Parties do not appear to be particularly close competitors. A majority of customers replying to the Commission's  requests
      for information named Fresenius as Gambro's closest competitor. B.Braun was also mentioned whilst Baxter was not[107]. This,  in  addition,
      to the general findings reached as regards closeness of competition between the Parties in the EEA-wide assessment, confirms Baxter's  view
      that it is not a close competitor of Gambro.

 152. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs, if the combined entity were to increase prices post-Transaction also applies to this assessment.

 153. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Austrian market for HD fluids.

3 Denmark

 154. The Parties estimate that the market for HD systems, encompassing all the HD equipment and  consumables,  was  worth  EUR  […]  million  in
      Denmark in 2012.

 155. Gambro offers the same HD products in Denmark as EEA-wide[108], that is monitors, associated technical services, disposables,  and  fluids.
      It supplies them [Gambro's distribution system]. Baxter offers the same categories of HD products in Denmark as EEA-wide including monitors
      and bloodlines originating from […] and dialysers manufactured by […], as well as its own fluids. Baxter sells its HD products  in  Denmark
      [Baxter's distribution system].

 156. The Parties' main competitors in Denmark are Fresenius and B. Braun. Fresenius offers all categories of HD products. B.  Braun  offers  the
      main consumables, and has a direct sales force in Denmark.

 157. According to Baxter, the Transaction will not significantly impede effective competition in HD in Denmark because Baxter’s share in HD  and
      in each HD segment in Denmark is small, and continues to decrease, and the combined entity will continue  to  face  fierce  and  increasing
      competition from other suppliers, including Gambro’s closest competitor Fresenius. Baxter further notes that Denmark  is  extremely  tender
      driven, as almost 100% of the purchases of HD products are made via tenders, providing significant buyer power to  hospitals  and  regions.
      According to Baxter, four of five regions source the HD demand for the entire region in one large tender.

                 HD systems

                       Market structure – market shares

 158. The market shares estimated by the Parties on the Danish market for HD systems are as follows:

                                      Table 11: Market shares in the Danish market for HD systems (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[60-70]%      |
|FMC              |[40-50]%      |[30-40]%      |[30-40]%      |[40-50]%      |[30-40]%      |[30-40]%      |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 159. The Transaction combines the leading HD supplier, Gambro (with HD sales in 2012 of approximately EUR […] million and a share  of  [50-60]%)
      with the number […] Baxter (with HD sales in 2012 of approximately EUR […] and a share of [0-5]%). Fresenius is the number two with a share
      of [30-40]%.

 160. Baxter submits that Fresenius has been competing aggressively and has won a series of important tenders across  Denmark.  For  example,  in
      2012, Gambro lost a tender for the supply of […] in the […] to Fresenius. According to Baxter, this tender accounted for approximately […]%
      of the total Danish HD demand.

 161. Baxter also emphasised the role of B. Braun, which has further expanded its activities in Denmark in 2011 and 2012. According to Baxter, B.
      Braun competes vigorously in tenders against Gambro and Fresenius. Baxter indicated that B. Braun had won (part of) a tender  in  2013  for
      the […] for […].

 162. The Danish market appears to be fairly concentrated, with the Parties and Fresenius accounting together for [90-100]% of the sales in 2012.
      Gambro and Fresenius appear to be strong suppliers compared to all the other market participants. The Parties'  combined  market  share  is
      high and Gambro's market share has been increasing, whereas Baxter's market share has been decreasing over the same period.

                             Closeness of competition

 163. The market investigation has not yielded fully reliable results as regards the  closeness  of  competition  between  the  Parties.  For  HD
      systems, half of the respondents identified Baxter as Gambro's closest competitor and the other half identified Fresenius. However, for  HD
      monitors, HD bloodlines, HD dialysers and HD fluids considered separately, all respondents named Fresenius and none mentioned  Baxter[109].
      This is a first indication that Baxter is a more remote competitor to Gambro than Fresenius.

 164. Moreover, the bidding analysis carried out by the Commission and summarised below confirms that the Parties are not close competitors[110].

                            Bidding analysis

      (i) Gambro's bidding data

 165. Gambro, participated in […] tenders organised between 2008 and 2012 (overall […] events) in Denmark, where approximately  […]  of  Gambro's
      sales are made via tenders.

 166. For those cases where the presence of a competitor in tenders was recorded by Gambro's sales workforce, Fresenius was mentioned by far most
      often, followed by Baxter and Scan-Med[111] both mentioned with the same frequency. Other competitors that  were  present  in  the  tenders
      include Vingmed, Globe Medical, NordiaTech and Covidien[112]. Amongst the events for which the bid value is available, Fresenius is by  far
      the competitor who participated in the highest value bids.

 167. As regards the effective pressure exerted by these competitors on Gambro, measured by the number of competitive  events  won  from  Gambro,
      information is limited. However, out of the […] events lost by Gambro for which the winner's name is identified, Baxter  won  […]  tenders,
      […] within tenders which include a wide range of products. The other events lost by Gambro were won by Fresenius ([…] cases, for […]), Scan-
      Med ([…] cases), Vingmed ([…] cases), Globe Medical, Bard and Nordic Medcom each in […].

 168. Therefore, Gambro's bidding data in Denmark confirms Baxter's weak position as well as the presence of many other viable  competitors  that
      effectively win tenders lost by Gambro. Moreover, since the bidding data extends only to 2012, it does not cover  B.  Braun's  more  recent
      successes in Denmark.

      (ii) Baxter's bidding data

 169. Baxter only participated in […] tenders over the relevant period, comprising […] competitive events (lots). Baxter only made an  offer  for
      […] of the lots.

 170. Baxter's dataset confirms the information from Gambro's bidding data according to which Baxter won only […] of the lots lost by Gambro, […]
      for […]and […] for […]. The […]competitive events (lots) lost by Baxter were won by Fresenius  ([…]),  Gambro  ([…])  and  Scan-Med  ([…]).
      Although Scan-Med won less frequently than the other two large competitors, it participated  in  tenders  for  a  wide  range  of  products
      including dialysis systems/monitors and fluids. Therefore, its effective presence on the Danish market is largely disregarded by the market
      shares calculated on the basis of annual sales on a manufacturer basis.

      (iii) Conclusion of the bidding analysis

 171. On the basis of the bidding analysis, the Danish market for HD systems appears to be characterised by two large  suppliers  (Fresenius  and
      Gambro) and a number of medium and smaller rivals (including not only Baxter but also Scan-Med, Vingmed, Nordic Medcom and,  based  on  its
      recent success, B. Braun). Therefore the loss of independent competition from Baxter cannot be expected to have a material  impact  on  the
      vigour of competition on the market post-Transaction.

                       Competitive significance of Baxter - customers' ability to switch to other suppliers

 172. Moreover, […], the actual market share increment would be lower than Baxter's current [0-5]%. As explained  in  paragraph  67  above,  both
      Nikkiso and Nipro are expected to expand their operations significantly in the countries where […], which include Denmark, and  are  likely
      to capture a very significant part of Baxter's customers for the relevant product.[113]

 173. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

                       Conclusion

 174. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Danish market for HD systems.

                 HD monitors

 175. The market shares estimated by the Parties on the Danish market for HD monitors are as follows:

                                     Table 12: Market shares in the Danish market for HD monitors (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[30-40]%      |[50-60]%      |[30-40]%      |[40-50]%      |[60-70]%      |
|Combined         |[40-50]%      |[30-40]%      |[50-60]%      |[40-50]%      |[40-50]%      |[60-70]%      |
|FMC              |[50-60]%      |[60-70]%      |[40-50]%      |[50-60]%      |[50-60]%      |[30-40]%      |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 176. Baxter argues that it only had […] sales in 2012 and that the market shares in 2012 do not accurately reflect the competitive landscape  in
      the monitors segment in Denmark, which would essentially be split between Gambro and Fresenius. Baxter indicated  that  most  of  Denmark’s
      requirements for HD monitors have been tendered by four regions and that of these, Gambro has won the […] and […] while Fresenius  supplies
      the […].

 177. Furthermore, Baxter indicated that it could not participate in most tenders that also involved HD monitors in Denmark,  since  [Details  of
      Baxter's products]. Baxter indicated that it only participated in […] in 2012, in which no central regional purchasing takes place.

 178. The Danish market for HD monitors appears to be highly concentrated, with only  the  Parties  and  Fresenius  being  active.  The  Parties'
      combined market share is high and has been increasing very significantly since 2007 as a result of Gambro's growing market  share,  whereas
      Fresenius' market shares has decreased significantly.

 179. However, the increment is small and the market investigation[114] and the Commission's bidding analysis indicated that the Parties are  not
      particularly close competitors.

 180. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 181. The Commission therefore concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market with
      respect to the Danish market for HD monitors.

                 HD bloodlines

 182. The market shares estimated by the Parties on the Danish market for HD bloodlines are as follows:

                                    Table 13: Market shares in the Danish market for HD bloodlines (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |
|FMC              |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[50-60]%      |[50-60]%      |
|Others           |              |              |              |              |              |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 183. The increment is minimal ([0-5]%). Fresenius appears as a strong competitor, with a market share above [50-60]% in each  of  the  last  two
      years. Moreover, the market investigation and the bidding analysis (the results of which have  been  presented  above)  indicate  that  the
      Parties are not particularly close competitors. The general conclusions arrived at in the EEA-wide assessment as  to  the  possibility  for
      customers to switch supplier relatively quickly without incurring major costs also applies to this assessment.

 184. The Commission therefore concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market with
      respect to the Danish market for HD bloodlines.

                 HD dialysers

 185. The market shares estimated by the Parties on the Danish market for HD dialysers are as follows:

                                     Table 14: Market shares in the Danish market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |
|Combined         |[50-60]%      |[60-70]%      |[60-70]%      |[60-70]%      |[60-70]%      |[60-70]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[20-30]%      |
|Asahi            |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Others           |              |              |              |              |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 186. Baxter submits that Post-Transaction, Danish customers will still have a choice of at  least  two  other  existing  dialyser  suppliers  in
      Denmark - Fresenius with a [20-30]% share in 2012 and Asahi with [5-10]%. Baxter further submits that the static view of the market  shares
      in 2012 does not adequately reflect the fierce competition in this segment. Baxter explained that it expected to lose dialyser sales in the
      near future because of the loss of important contracts. For example, Fresenius won a […] in […], for which Baxter currently  supplies  […].
      Baxter considers that it may well lose its […] business in […] to Fresenius. Besides, Baxter claims that it has lost  significant  business
      to Fresenius when the latter won the […], respectively, which is not yet reflected in the value shares provided above.

 187. Baxter further believes that the market shares do not reflect the competitive pressure exerted by  B.  Braun.  For  example,  according  to
      Baxter, B. Braun participated […] in at least […] tenders, which included […] in 2011 ([…]) and 2012 ([…]) and  its  efforts  to  win  such
      tenders are expected to continue.

 188. The Parties' combined market share is high and growing. However, the Parties do not appear to be particularly close competitors in view  of
      the market investigation[115] and more importantly, in view of the bidding analysis. Moreover, as it results from the  conclusions  of  the
      bidding analysis, the market shares are not fully representative of the competitive interactions on the Danish  market  for  dialysers.  In
      particular, they tend to overstate Baxter's role.

 189. Furthermore, post-Transaction, in Denmark, the actual market share increment would be lower than Baxter's current market share  since  […].
      An expansion by Nipro is likely to occur in the next few months. Nipro's expansion on the Danish market for dialysers appears  sufficiently
      likely and timely and sufficient in scope for Nipro to exert a significant constraint on  the  combined  entity.  The  general  conclusions
      arrived at in the EEA-wide assessment as to the possibility for customers to switch supplier relatively  quickly  without  incurring  major
      costs also applies to this assessment.

 190. The Commission therefore concludes that Transaction does not raise serious doubts as to its compatibility with  the  internal  market  with
      respect to the Danish market for HD dialysers.

                 HD fluids

 191. The market shares estimated by the Parties on the Danish market for HD fluids are as follows:

                                      Table 15: Market shares in the Danish market for HD fluids (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |
|FMC              |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|B. Braun         |              |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 192. The increment is very limited (approximately [0-5]%) and Fresenius appears as a significant competitor, with a market share above  [40-50]%
      in each of the last six years. Moreover, the market investigation and the bidding analysis, which has been presented above,  indicate  that
      the Parties are not close competitors. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to
      switch supplier relatively quickly without incurring major costs also applies to this assessment.

 193. The Commission concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market  with  respect
      to the Danish market for HD fluids.

4 Finland

 194. The Parties estimate that the market for HD systems, encompassing all the HD equipment and  consumables,  was  worth  EUR  […]  million  in
      Finland in 2012.

 195. Gambro offers a full HD product range in Finland. It supplies them [Gambro's distribution system]. Baxter offers the same HD  products  and
      brands in Finland as EEA-wide, including monitors and bloodlines originating from […] and dialysers manufactured by […], as well as its own
      fluids. Baxter sells its HD products in Finland [Baxter's distribution system].

 196. The Parties' main competitors in Finland are Fresenius and B. Braun. Fresenius offers a full HD product range in Finland. So does B. Braun,
      which has a dedicated HD sales force in Finland and in addition, owns two private HD clinics in Helsinki.

 197. In Finland, only the markets for monitors and dialysers are Group 1 markets.[116]

                 HD monitors

 198. The market shares estimated by the Parties on the Finnish market for HD monitors are as follows:

                                     Table 16: Market shares in the Finnish market for HD monitors (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[20-30]%      |[20-30]%      |[30-40]%      |[40-50]%      |[30-40]%      |
|Combined         |[40-50]%      |[30-40]%      |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |
|FMC              |[30-40]%      |[50-60]%      |[40-50]%      |[40-50]%      |[30-40]%      |[40-50]%      |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |[5-10]%       |
|Others           |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 199. As a result of the steep decline in Baxter's market shares since 2009, the increment is small.

 200. Post-Transaction, the combined entity is expected to face significant competition from Fresenius, whose market share has been  growing  and
      which is expected to remain the market leader, and to a lesser extent, B. Braun.  The  bidding  analysis  carried  out  by  the  Commission
      indicates that the Parties are not particularly close competitors.

      (i) Gambro's bidding data

 201. […] Gambro's sales in Finland are made through tenders. Gambro has participated in more than […]% of the tenders over the  relevant  period
      but lost more than […] of them. According to Gambro's bidding data, Fresenius and B.  Braun  are  the  closest  competitors  of  Gambro  in
      Finland, winning most of the bids lost by Gambro or being identified by Gambro as runner-ups in the bids won by Gambro. Fresenius  won  […]
      of the bids lost by Gambro, B. Braun more than […]% and Baxter […]%. This ranking is roughly consistent with the position  of  these  three
      competitors of Gambro in Finland in terms of market shares. Moreover, a number of fringe players (such  as  Carbonex  and  Bard)  are  also
      effective competitors winning some of the bids lost by Gambro.

      (ii) Baxter's bidding data

 202. Baxter participated in slightly less tenders than Gambro. Its sales are also made […] through tenders.

 203. The presence of Baxter in tenders decreased considerably in the last few years (2009-2010: […] tenders and 2011-2012: […] tenders). This is
      consistent with the decrease in its market shares. Overall Baxter lost […]% of the tenders where it participated and in 2012  it  won  only
      […] of them. The competitive events lost by Baxter were won by Fresenius in […]% of the cases, Gambro in […]%, B. Braun  in  […]%  and  the
      rest by multiple suppliers.

 204. Moreover, the actual market share increment would be lower than Baxter's current market share since […], Nikkiso is expected to expand  its
      operations significantly in Finland. Nikkiso's entry is likely to occur in the next few months. For the reasons explained at paragraphs  95
      and 96, Nikkiso's entry appears sufficient in scope and sufficiently likely and timely for Nikkiso to constitute a  source  of  significant
      competitive pressure on the combined entity.

 205. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 206. In light of the above, the Transaction does not raise serious doubts as to its compatibility with the internal market with respect  to  the
      Finnish market for HD monitors.

                 HD dialysers

 207. The market shares estimated by the Parties on the Finnish market for HD dialysers are as follows:

                                    Table 17: Market shares in the Finnish market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Combined         |[60-70]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|B. Braun         |[5-10]%       |[5-10]%       |[5-10]%       |[10-20]%      |[10-20]%      |[10-20]%      |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 208. The increment ([10-20]%) is large and the Parties' combined market share is higher than the market shares of  their  competitors.  However,
      overall, the market shares of both Baxter and Gambro have been declining substantially over the last six years whereas the market shares of
      each of Fresenius and B. Braun have been increasing. Post-Transaction, the combined entity is expected to face significant competition from
      these competitors.

 209. The Commission's bidding analysis also indicated that Fresenius and B. Braun are Gambro's closest competitors and that Baxter lost strength
      significantly in the last few years.

 210. Also, the actual market share increment would be lower than Baxter's current market share as […]. Entry by […] is likely to  occur  in  the
      next few months. For the reasons explained at paragraphs 104 to 107, […] expansion appears sufficient in scope and sufficiently likely  and
      timely for […] to exert a significant constraint on the combined entity.

 211. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 212. In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
      internal market with respect to the Finnish market for HD dialysers.

5 France

 213. The Parties estimate that the market for HD systems, encompassing all the HD equipment and consumables, was worth EUR […] million in France
      in 2012.

 214. Gambro offers a full HD product range in France. According to Baxter, Gambro historically has a strong position in France, notably  due  to
      its acquisition of Hospal in 1987, which is still a separate brand in France. Baxter submits that Hospal has been strong since  the  1970s,
      because of local production capabilities and close relationships with local hospitals. In France, Gambro only sells  its  products  through
      [Gambro's distribution system].

 215. In France, Baxter offers the same HD product range as at the EEA level, with the exception of […], which it no longer distributes  in  that
      country. Baxter sells HD products in France through [Baxter's distribution system].

 216. According to Baxter, there are numerous suppliers of HD products in France in addition to  the  Parties,  including  Fresenius,  B.  Braun,
      Nikkiso, Asahi, Toray, Bellco, Nipro, and Hemodia. Fresenius and B. Braun offer a full HD product range in France. Bellco offers  monitors,
      dialysers and fluids.

                 HD systems

                             Market structure – market shares

 217. The market shares estimated by the Parties on the French market for HD systems are as follows:

                                      Table 18: Market shares in the French market for HD systems (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Toray            |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[5-10]%       |[0-5]%        |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|Nipro            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Hemodia          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 218. Baxter argues that it is not a particularly close competitor of Gambro, claiming that the HD products that Baxter and Gambro sell in France
      are not regarded as close substitutes. Baxter considers that the combined entity will continue  to  face  fierce  competition  from  strong
      rivals. Baxter further argues that customers are strong and can exercise significant countervailing power.

 219. The combined entity would remain the market leader. Yet, while Baxter's market share has been  fairly  stable  over  the  last  six  years,
      Gambro's market share has been decreasing significantly over the same period, to the benefit of a range of other competitors. Market shares
      suggest that post-Transaction, the combined entity would face significant competition from Fresenius but  also  from  a  range  of  smaller
      competitors, including Toray, B. Braun, Nikkiso, Asahi, Nipro and Bellco.

                             Closeness of competition

 220. In addition, the Parties do not appear to be particularly close competitors. A majority of French customers  named  Fresenius  as  Gambro's
      closest competitor. Baxter was mentioned by only a limited minority[117].

 221. Switching events reported by French customers tend to confirm that the Parties are not close competitors. […]  of  these  switching  events
      involved Gambro. However, only […]% of the events involving Gambro also involved Baxter, whilst the other events involved other competitors
      such as Fresenius, Nipro and Hemotech [118].

                            Competitive significance of Baxter – Customers' ability to switch to other suppliers

 222. Furthermore, Nipro […] and is expected to expand its operations significantly in France in the coming months. Since dialysers sales account
      for almost […]% of Baxter's total HD sales in France, this means that the post-merger increment is likely to overstate the magnitude of the
      merger-specific effects on the French market for HD systems.

 223. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 224. In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
      internal market with respect to the French market for HD systems.

                 HD dialysers[119]

 225. The market shares estimated by the Parties on the French market for HD dialysers are as follows:

                                     Table 19: Market shares in the French market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Toray            |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|Asahi            |[5-10]%       |[5-10]%       |[5-10]%       |[10-20]%      |[10-20]%      |[10-20]%      |
|Nipro            |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Nikkiso          |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Bellco           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 226. Post-Transaction, the combined entity would remain the market leader. However, Gambro's market share has been decreasing  substantially,  a
      trend which has benefitted a range of competitors which do not include Baxter, whose market share has remained  almost  constant  over  the
      last six years. Market shares suggest that post-Transaction, the combined entity would face significant competition from Fresenius,  Toray,
      Asahi, and to a lesser but non-negligible extent, Nipro, Nikkiso and B. Braun.

 227. Furthermore, Nipro […] and is expected to expand its operations significantly in France. This implies that the post-merger increment likely
      to overstate the magnitude of the Transaction, for the reasons explained at paragraphs 104 to 107.

 228. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 229. In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
      internal market with respect to the French market for HD dialysers.

                 HD fluids

                             Market structure – market shares

 230. The market shares estimated by the Parties on the French market for HD fluids are as follows:

                                      Table 20: Market shares in the French market for HD fluids (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[20-30]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[40-50]%      |[40-50]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Bellco           |[20-30]%      |[20-30]%      |[20-30]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Aguettant        |[5-10]%       |[0-5]%        |[0-5]%        |              |              |              |
|Others           |              |              |              |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 231. Baxter argues that the product offerings of the Parties are largely complementary, because in France Baxter is mainly active in the  supply
      of concentrates in liquid form whereas Gambro is mainly active  in  the  supply  of  concentrates  in  powder  form[120].  Baxter  provided
      information according to which, by volume, Baxter has the […] in liquid concentrates ([30-40]%), […] Fresenius ([30-40]%) and Bellco  ([20-
      30]%), while Gambro only has a share of [5-10]%. By contrast, when it comes to powders, Gambro’s share by volume  in  France  is  [40-50]%,
      while Baxter is one of the smallest suppliers with a share  of  [0-5]%.  Baxter  also  indicated  that  Fresenius  had  significant  powder
      activities in France, with a share of [30-40]%.

 232. Baxter infers from those elements that the Transaction would not eliminate Gambro’s closest competitor in the  HD  fluids  segment.  Baxter
      submits that post-Transaction the combined entity would continue to face vigorous competition and would  be  constrained  by  a  number  of
      existing competitors, including Fresenius, B. Braun and Bellco.

 233. Post-Transaction, the combined entity would be the clear market leader, well ahead of all the  other  competitors.  The  Parties'  combined
      market share has been on a general upward trend over the last six years, whereas Bellco's market share has declined and  Fresenius'  market
      share has remained relatively stable. Market shares suggest that post-Transaction, while enjoying a strong position,  the  combined  entity
      would face significant competition from Fresenius and Bellco (with market shares of respectively [20-30]% and [10-20]%)  and  to  a  lesser
      extent, B. Braun. In the framework of the market investigation, a large majority of the French customers indicated that they  would  switch
      to B. Braun if the combined entity raised prices[121]. This suggests that B. Braun is a significant competitor to the Parties.

                             Closeness of competition

 234. In addition, the Parties do appear to have different focuses in their respective fluid operations  in  France,  with  Gambro  focussing  on
      powders and Baxter on liquid concentrates. The market investigation has not yielded unequivocal results as to the customers' views  on  the
      identity of Gambro's closest competitors[122] but as shown below, the Commission's bidding analysis supports Baxter's view that the Parties
      are not particularly close competitors.

                            Bidding analysis

 235. Overall, the bidding data confirms that Fresenius, Bellco, B. Braun, Hemotech (which distributes Asahi and Nikkiso's products) and  Meditor
      (which distributes Toray's products) would be important remaining rivals for HD tenders post-merger. Moreover, although each of the Parties
      has a presence in relation to fluids in France, the tender data shows that there will remain a range of strong rivals in the fluid  segment
      post-Transaction. These rivals include Fresenius, Bellco, B. Braun, Hemotech and Nipro, all of which contest and also win fluid lots.

 236. Gambro's dataset does not allow for a meaningful analysis of winners due to the lack of information. However, Baxter's database  shows  the
      effective competitive constraint imposed by at least five competitors that actively participate and win the bids  lost  by  Baxter  in  [HD
      product]. For the last two years where information is available for the tenders concerning fluids, Gambro won  […]%  of  the  bids,  Bellco
      […]%, B. Braun […]%, Nipro […]%, Fresenius […]%, Hemotech […]% and other competitors won the remaining contracts.

 237. Gambro won much less competitive events in 2012 than in 2011 (both in absolute and in relative terms). In 2012 Gambro won in […] cases (out
      of […]) compared to […] cases (out of […]) in 2011. Moreover, Baxter bidding data clearly confirms the significant presence of Nipro  as  a
      competitor in fluids, which is disregarded by the market share data. Besides its real presence in the market through bids won,  the  tender
      data also informs about the increasing participation of Nipro, in terms of number of competitive events where it  submitted  a  bid,  which
      went up from […]% in 2010 to […]% in 2012.

 238. Therefore, the bidding analysis shows that the Parties are not particularly close competitors and that they  face  significant  competition
      from a number of other market participants.

                            Conclusion

 239. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs applies also to this analysis.

 240.  In view of the foregoing, the Commission concludes that the Transaction does not raise serious doubts as to  its  compatibility  with  the
      internal market with respect to the French market for HD fluids.

6 Ireland

 241. The Parties estimate that the market for HD systems, encompassing all the HD equipment and  consumables,  was  worth  EUR  […]  million  in
      Ireland in 2012.

 242. Gambro offers a full HD product range in Ireland. Gambro supplies these products through [Gambro's distribution system]. Baxter offers  the
      same HD products in Ireland as at the EEA level, including monitors and bloodlines manufactured by[…] , dialysers manufactured by  […],  as
      well as its own fluids. Baxter sells its HD products in Ireland [Baxter's distribution system].

 243. According to Baxter, apart from the Parties, the main HD suppliers active in Ireland are Fresenius and B.  Braun.  B.  Braun  is  a  recent
      entrant. It entered into the Irish market in 2011. B. Braun offers a full range of HD products in that country. So does Fresenius.

 244. The Health Service Executive (HSE) acts a central procurement entity in Ireland, purchasing HD  equipment  and  consumables  on  behalf  of
      public hospitals and HD private "satellite" units, namely, privately owned healthcare centres which are also  subject  to  the  HSE  tender
      process. The HSE enters into framework agreements with HD suppliers following tenders. Once a framework agreement has been  concluded  (and
      eligible suppliers have been selected), public hospitals and private HD satellite units may then contact eligible suppliers and ask for the
      submission of bids. The HSE distinguishes three main regions for tenders: the Southwest, the Midwest and the Dublin regions.

 245. In Ireland, only the market for dialysers falls within Group 1.[123]

                 HD dialysers

 246. The market shares estimated by the Parties on the Irish market for HD dialysers are as follows:

                                     Table 21: Market shares in the Irish market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[40-50]%      |[30-40]%      |[20-30]%      |[20-30]%      |[5-10]%       |
|Combined         |[50-60]%      |[60-70]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |
|FMC              |[40-50]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |[30-40]%      |
|B. Braun         |              |              |              |              |              |[20-30]%      |
|Kimal            |[0-5]%        |              |[5-10]%       |[5-10]%       |              |              |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 247. On the basis of this data, it appears that post-Transaction, the combined entity would rank  first.  However,  Gambro's  market  share  has
      declined significantly over the years (especially since 2011), whereas B. Braun has achieved a significant market share of  [20-30]%  since
      its entry into the market.

 248. Also, the Commission's bidding data analysis indicates that the Parties participated in very few tenders over the relevant period and  lost
      […] of them. Gambro participated in […] tenders in total over the relevant period. It lost […] of them, […] to Fresenius, […] to  B.  Braun
      and […] to Baxter. Baxter participated in […] tenders where the outcome is known and also lost […]  of  them:  […]  to  B.  Braun,  […]  to
      Fresenius and […] to both of them. The […] tender won by Baxter was with a customer where […].

 249. Moreover, B. Braun and Fresenius' strength has been confirmed by the […], which  identified  these  two  competitors  as  both  Baxter  and
      Gambro's closest competitors[124]. Furthermore, the […] reported various recent switching events. In all cases, the […] switched either  to
      Fresenius or to B. Braun. In certain cases, Gambro was the previous supplier[125]. This illustrates that the Parties are  not  particularly
      close competitors (no reported switching events involved both of them), as well as the strength of Fresenius and B. Braun.

 250. These elements, in addition, to the general findings reached as regards closeness of  competition  between  the  Parties  in  the  EEA-wide
      assessment (see paragraphs 74 and following) confirm that the Parties are not close competitors.

 251. Moreover, […] it also appears that the actual post-Transaction increment may be overstated, for the reasons explained at paragraphs 104  to
      107.

 252. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 253. In light of the above, the Commission concludes that the Transaction does not raise  serious  doubts  as  to  its  compatibility  with  the
      internal market with respect to the Irish market for HD dialysers[126].

7 Italy

 254. The Parties estimate that the market for HD systems, encompassing all the HD equipment and consumables, was worth EUR […] million in  Italy
      in 2012.

 255. Gambro offers the full HD product range in Italy. Gambro does not offer […], but it does offer technical support and maintenance  services.
      It relies on [Gambro's distribution system].

 256. Baxter offers the same HD products as at the EEA level, including monitors and bloodlines manufactured by […],  dialysers  manufactured  by
      […], as well as its own fluids. In addition, Baxter offers synthetic dialysers manufactured by […]. Regarding HD  monitors,  Baxter  offers
      the […] monitors, but […]. Baxter thus sources the […] monitors it offers from […]. Baxter uses a [Baxter's  distribution  system]  for  HD
      sales in Italy, […]. Baxter does not […] in HD.

 257. According to Baxter, the Parties' main competitors are Fresenius, Bellco (an Italian company which according to Baxter enjoys a strong  and
      stable presence in its home country), B. Braun as well as Nipro, Nikkiso, Toray and Asahi.

 258. Fresenius, B. Braun and Bellco offer a full range of HD products in Italy.

                 HD systems

                       Market structure – market shares

 259. The market shares estimated by the Parties on the Italian market for HD systems are as follows:

                                     Table 22: Market shares in the Italian market for HD systems (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Bellco           |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Toray            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 260. According to Baxter, Fresenius is the main challenger to Gambro with a share of [20-30]%, and it will continue to be the combined  entity’s
      closest competitor post-Transaction. Baxter also puts emphasis on the role of Bellco, B. Braun, Toray and  Nikkiso.  According  to  Baxter,
      Fresenius aggressively targets HD in Italy and is understood to participate in virtually all Italian tenders with great success.

 261. Post-Transaction, the combined entity would be the clear market leader (as Gambro currently is), well ahead of all the  other  competitors.
      However, while Baxter and Bellco's market share is fairly stable, Gambro's market share has been decreasing significantly over the last six
      years, mirroring a sizable increase in Fresenius' market share. Market shares suggest that post-Transaction, the combined entity would face
      significant competition from Fresenius and Bellco (with market shares of respectively [20-30]% and [10-20]%) – which are  able  to  satisfy
      the needs of customers which want to buy all the HD products as a package -, but also competition from a range of other players, notably B.
      Braun, Toray and Nikkiso.

                 Closeness of competition

 262. In addition, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in HD systems, a
      large majority of Italian customers named Fresenius. B. Braun and Bellco were each identified by  a  limited  minority  and  no  respondent
      referred to Baxter[127]. This, in addition, to the general findings reached as regards closeness of competition between the Parties in  the
      EEA-wide assessment, tends to confirm Baxter's view that it is not a close competitor of Gambro.

                 Competitive significance of Baxter – Customers' ability to switch to other suppliers

 263. Moreover […], the actual market share increment would be lower than Baxter's current [5-10]%. As explained in paragraph 67 above, Nipro  is
      expected to expand its operations significantly in the countries […], which include Italy, and is likely to capture a very significant part
      of Baxter's customers.

 264. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

                       Conclusion

 265. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Italian market for HD systems.

                 HD bloodlines[128]

 266. The market shares estimated by the Parties on the Italian market for HD bloodlines are as follows:

                                    Table 23: Market shares in the Italian market for HD bloodlines (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[50-60]%      |[50-60]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Bellco           |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Midial           |[0-5]%        |[0-5]%        |              |              |              |              |
|Others           |              |              |              |              |              |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 267. The increment in market share is limited at [0-5]% reflecting Baxter's marginal presence on  this  market.  Consequently,  the  Transaction
      would not result in a significant change to the structure of the market. In addition, the merged entity would continue to face  competition
      from a number of long-established suppliers such as Fresenius, Bellco, B. Braun and Nikkiso. Therefore, taking these elements into  account
      and in the absence of substantiated concerns during the market investigation, the Commission concludes that the Transaction does not  raise
      serious doubts as to its compatibility with the internal market with respect to the Italian market for HD bloodlines.

                 HD dialysers

 268. The market shares estimated by the Parties on the Italian market for HD dialysers are as follows:

                                    Table 24: Market shares in the Italian market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |
|Combined         |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Bellco           |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|Toray            |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nikkiso          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nipro            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

            Source: Parties' estimates

 269. Post-Transaction, the combined entity would be the clear market leader (as Gambro currently is), well ahead of all the  other  competitors.
      However, while Baxter and Bellco's market share is fairly stable, Gambro's market share has  been  decreasing  over  the  last  six  years,
      mirroring an increase in Fresenius' market share. Market shares suggest that post-Transaction, the combined entity would  face  significant
      competition from Fresenius and Bellco (with market shares of respectively [20-30]% and [10-20]%) but also competition from a range of other
      players, notably Toray and Asahi.

 270. In addition, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in HD dialysers,
      a large majority of Italian customers named Fresenius. B. Braun and Bellco were each identified by a limited  minority  and  no  respondent
      referred to Baxter[129]. This, in addition, to the general findings reached as regards closeness of competition between the Parties in  the
      EEA-wide assessment, tends to confirm Baxter's view that the Parties are not close competitors.

 271. Furthermore, post-Transaction, in Italy, the actual market share increment would be lower than Baxter's current market share since […].  An
      expansion by Nipro is likely to occur in the next few months. For the reasons explained at paragraphs 104 to 107, Nipro's expansion on  the
      Italian market for dialysers appears sufficiently likely and timely and sufficient in scope for Nipro to exert a significant constraint  on
      the combined entity. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier
      relatively quickly without incurring major costs also applies to this assessment.

 272. The Commission therefore concludes that Transaction does not raise serious doubts as to its compatibility with  the  internal  market  with
      respect to the Italian market for HD dialysers.

                 HD fluids

 273. The market shares estimated by the Parties on the Italian market for HD fluids are as follows:

                                      Table 25: Market shares in the Italian market for HD fluids (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[30-40]%      |[20-30]%      |
|Bellco           |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 274. Baxter stresses the important role of Fresenius on the Italian market for HD fluids and its own limited presence  on  that  market.  Baxter
      further argues that the Parties are not close competitors, and that they in fact only directly compete in  a  very  limited  number  of  HD
      tenders/lots in that country. In support of its claim that the Parties are not close competitors, Baxter also submits  that  its  HD  fluid
      offering is […] than that of Gambro, because it does […] - while Gambro and Fresenius do[130].

 275. Post-Transaction, the combined entity would be the clear market leader (as Gambro currently is), well ahead of all the  other  competitors.
      However, Baxter's market share has been decreasing significantly over the last six years. Fresenius'  market  share,  on  the  other  hand,
      follows a growing trend. Market shares suggest that post-Transaction, the combined entity would face significant competition from Fresenius
      and Bellco (with market shares of respectively [20-30]% and [10-20]%).

 276. In addition, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      fluids, a large majority of Italian customers named Fresenius. B. Braun and Baxter were each mentioned by a  limited  minority  (and  by  a
      similar number of respondents) and Bellco was also mentioned[131]. This, in addition, to the general findings reached as regards  closeness
      of competition between the Parties in the EEA-wide assessment, tends to confirm Baxter's view that the Parties are not close competitors.

 277. The analysis of the Parties' bidding data, discussed below, supports this finding.

                            Bidding analysis

 278. The tender data provided by the Parties for fluids in Italy reveals that the Parties face  significant  competitive  pressure  in  HD  from
      rivals such as Bellco, Nipro, Fresenius and B. Braun.

 279. An analysis of the tender data shows that Baxter bids for HD fluid lots considerably less  frequently  than  Gambro,  which  suggests  that
      Baxter does not exert a very strong constraint on Gambro.

 280. In order to get a better insight into the extent to which the Parties compete head-to-head in  the  market  for  HD  fluids,  the  Parties'
      economic consultants combined their individual datasets. This exercise indicates that it is relatively rare for Baxter and  Gambro  to  bid
      for the same lots within a tender, even where they both participate in the bidding process for the same tender. For the  […]  tenders  ([…]
      lots) involving [HD product], where full tender details are available in both Parties’ tender datasets, Baxter and Gambro only bid for  the
      same lot in […] of the […] cases. In addition, in more than […]% of the cases ([…] lots out  of  […])  where  Baxter  and  Gambro  competed
      against each other the lots were won by another competitor (the identity of the winner(s) being unknown).

 281. There is thus an important proportion of bids for which Baxter and Gambro do not face each other as competitors. In the few instances where
      both Gambro and Baxter participate in the same tenders, the tender data shows that competitively  strong  and  credible  alternatives  will
      remain post-Transaction.

                       Conclusion

 282. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

 283. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Italian market for HD fluids.

8 Netherlands

 284. The Parties estimate that the market for HD systems, encompassing all the HD equipment and consumables, was worth EUR […]  million  in  the
      Netherlands in 2012.

 285. Gambro offers a full range of HD products in the Netherlands. It supplies them [Gambro's distribution system]. Baxter also  offers  a  full
      range of HD products including monitors manufactured by […] , dialysers manufactured by […], bloodlines for […] monitors, which are sourced
      in particular from […], as well as its own fluids. In addition, Baxter offers dialysers manufactured  by  […].  However,  […][132].  Baxter
      sells its HD products in the Netherlands [Baxter's distribution system].

 286. According to Baxter, the main HD suppliers active in the Netherlands are Fresenius, Gambro, Baxter, B. Braun, Medcomp, Dirinco,  Nipro  and
      MTN Neubrandenburg.

 287. Fresenius and B. Braun offer a full range of HD products. Medcomp does not particularly  focus  on  RRT  products  but  is  specialized  in
      vascular access products for various medical applications[133]. Dirinco, for its part, is not involved in the manufacture of any HD product
      but distributes monitors, bloodlines and dialysers manufactured by NxStage as well as fluids originating from SALF and HAAS, dialysers from
      Medica and Toray, bloodlines from Effe Emme  and  vascular  access  products  from  Joline,  Kimal  and  JMS[134].  In  the  HD  area,  MTN
      Neubrandenburg is only involved in the production and distribution of fluids[135].

                 HD systems

 288. The market shares estimated by the Parties on the Dutch market for HD systems are as follows:

                                    Table 26: Market shares in the Dutch market for HD systems (in value)[136]

|Competitor              |Share of sales                                                                            |
|                        |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro                  |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined                |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[40-50]%      |[50-60]%      |
|FMC                     |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Nikkiso                 |[0-5]%        |[5-10]%       |[0-5]%        |[5-10]%       |              |              |
|B. Braun                |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |
|Medcomp                 |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Dirinco                 |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Nipro                   |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|MTN Neubrandenburg      |              |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others                  |[5-10]%       |[5-10]%       |[10-20]%      |[10-20]%      |[5-10]%       |[0-5]%        |
|Total                   |100%          |100%          |100%          |100%          |100%          |100%          |

           Source: Parties' estimates

 289. Baxter stresses that Fresenius currently ranks […] with a share of [30-40]% while B. Braun, ranks fourth (with a share of [5-10]%).  Baxter
      further notes that Gambro’s position has continuously decreased over recent years, due  in  particular  to  Fresenius'  aggressive  pricing
      policy. Baxter argues that Gambro's closest competitor is Fresenius. Baxter  considers  that  its  own  current  position  is  due  to  the
      relatively recent acquisition of a distributor – Cablon – and its success in […] tenders in  2011,  whereas  its  position  was  much  more
      limited prior to 2011. Baxter notes that the main competitors in the HD market are active globally, market several specialized HD  products
      and could easily expand their operations in the Netherlands if the combined entity were to attempt to raise prices post-Transaction. Baxter
      refers in that respect to various examples of expansion into HD in the Netherlands, such as the recent opening of a  sales  office  in  the
      Netherlands by Bellco, the recent hiring of additional sales representatives by Nipro, and NxStage's relatively recent entry.

 290. The Parties' combined market shares are significant and the increment is large ([20-30]%) and increasing due to Baxter's increasing  market
      shares. By contrast, Gambro's market share has gone down substantially since 2007.  Market  shares  suggest  that  the  Parties  will  face
      significant competition by Fresenius (which has a market share of [30-40]%), and to a much lesser extent, B. Braun, all the more since both
      competitors offer a comprehensive range of HD products and are thus able to satisfy the needs of the customers that want to buy  all  these
      products as a single package. Other competitors only have a modest presence.

                                                             Closeness of competition

 291. The Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD  systems,  a
      large majority of Dutch customers named Fresenius. Baxter was identified by a minority and no other competitor was mentioned[137]. This, in
      addition, to the general findings reached as regards closeness of competition between the Parties in  the  EEA-wide  assessment,  tends  to
      confirm Baxter's view that it is not a close competitor of Gambro.

 292. The analysis of the Parties' bidding data, described below, supports this finding.

                            Bidding analysis

      (i) Gambro's bidding data

 293. According to information gathered by Gambro, it participated in approximately […]% of the tenders in the Netherlands, a country where  […]%
      of its sales are made via tenders. Therefore, the information provided by this bidding analysis is fairly representative.

 294. In terms of participation in tenders over the years, it seems that Gambro submitted a bid in […] tenders in the last two years as  compared
      to the previous period. Given that the total number of tenders in the Netherlands does not seem to have changed  considerably,  it  can  be
      inferred that Gambro became less active.

 295. Tenders are generally split into lots including product categories or  sets  of  product  categories.  Generally  the  lots  represent  the
      competitive events where competition takes place. The dataset identifies the companies that were invited to the tender. Also information on
      the outcome as well as the winner is available in general. However, information on the volume and price  is  too  scarce  to  allow  for  a
      systematic quantitative analysis.

 296. Fresenius is the rival most frequently seen by Gambro in the Netherlands, followed  by  Baxter,  B.  Braun,  Nipro  and  Dirinco.  Baxter's
      participation in bids was very low before 2011 (less than […]% of bids) and only increased after that year (to approximately […]% of  bids)
      due to its acquisition of Cablon. Over the last five years, Baxter was the unique other competitor invited in only […]% of the events where
      Gambro participated (and for […] of the events recorded for 2012). In the vast majority of the competitive events, a set of at least  three
      to four competitors was invited.

 297.  For the tenders where the ranking of competitors was recorded, Fresenius was identified (as perceived by Gambro's sales workforce) as  the
      closest competitor of Gambro in almost […]% of the cases. Baxter is rather perceived as the second closest  competitor  of  Gambro  in  the
      majority of events.

 298. As regards the tenders lost by Gambro[138] where information on the winner is available, approximately […] of them were won  by  Fresenius.
      Baxter won slightly less than […]% of the tenders lost by Gambro, B. Braun […]%, Nipro […]% and  Dirinco  […]%.  However,  the  success  of
      Baxter mainly predates its acquisition of Cablon in 2011. Subsequently, Baxter won only […] of the events  lost  by  Gambro  (approximately
      […]%). Therefore, the increasing participation of Baxter in tenders did not trigger high winning rates, but the opposite. These percentages
      suggest that Baxter's market share ([20-30]% in 2012) overstates the current competitive constraint it exerts on Gambro based on the number
      of wins in the tender data. Furthermore, other competitors' market shares (B. Braun – [5-10]%, Nipro and Dirinco –  [0-5]%  each)  seem  to
      underestimate their effective constraint imposed on Gambro, reflected in the contracts won in Gambro's tenders.

      (ii) Baxter's bidding data

 299. The dataset of Baxter is much smaller than the one of Gambro; it includes approximately […] tenders ("final"  offers)  for  the  last  five
      years. However, tenders cover […] of the sales made by Baxter; therefore, this bidding data has some relevance.

 300. Consistent with the evidence from Gambro's data set, the number of tenders in which Baxter participated increased in  the  last  few  years
      (reflecting the acquisition of Cablon). However, Baxter has not managed to […] in the last two years as all the tenders won  by  Baxter  in
      2011-2012 concern […].

 301. The tenders lost by Baxter were won by Fresenius ([…] events) and Gambro ([…] events). The tender […] (more than EUR […] million, for  […])
      was lost by Baxter to Fresenius and the […] tender (more than EUR […] million, again for […]) was lost by Baxter to Gambro in 2011. In both
      cases the stated reason for losing was the price.

      (iii) Conclusion of the bidding analysis

 302. The tender data of both Parties suggests therefore that Fresenius is the main competitor of both Parties, in line with the outcome  of  the
      market investigation. Furthermore, Baxter is not a strong or dynamic competitor. Despite its acquisition of Cablon in 2011, Baxter did  not
      manage to increase its success in tenders. Moreover, other competitors such as  B.  Braun,  Nipro  and  Dirinco  all  exert  a  significant
      competitive constraint on the Parties, effectively winning competitive events at a rate much higher than what  their  market  shares  might
      indicate.

                       Competitive significance of Baxter – Customers' ability to switch to other suppliers

 303. Moreover, […], the actual market share increment would be lower than Baxter's current [20-30]%. For the reasons explained at paragraphs  95
      and 96 and paragraphs 104 to 107, both Nikkiso and […] are expected to expand their operations significantly in the  countries  […],  which
      include the Netherlands, and are likely to capture a very significant part of Baxter's customers for the relevant product.[139]

 304. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

                       Conclusion

 305. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Dutch market for HD systems.

                 HD monitors

                            Market structure – market shares

 306. The market shares estimated by the Parties on the Dutch market for HD monitors are as follows:

                                      Table 27: Market shares in the Dutch market for HD monitors (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |[30-40]%      |[20-30]%      |
|Combined         |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |[50-60]%      |[60-70]%      |
|FMC              |[30-40]%      |[30-40]%      |[50-60]%      |[50-60]%      |[30-40]%      |[20-30]%      |
|Nikkiso          |[10-20]%      |[20-30]%      |[0-5]%        |[5-10]%       |              |              |
|B. Braun         |[10-20]%      |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|Others           |              |              |              |              |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 307. According to Baxter, the sudden increase in its own shares illustrates that market shares may significantly fluctuate by winning or  losing
      a few tenders. Moreover, the Parties expect Fresenius to further expand its market share in the  future  as  a  result  of  its  aggressive
      pricing strategy and close relationships with physicians.

 308. The Parties' combined market share is significant and the increment is large ([20-30]%). The Parties' combined market share  has  increased
      very significantly since 2007 as a result of Baxter's growing shares since its acquisition of Cablon. Market shares suggest that  Fresenius
      will continue to be a significant competitor, nonetheless far more modest than the combined entity. B. Braun, for its part, with  a  market
      share of [5-10]%, is expected to play an important role. Besides, the Dutch market appears to be  quite  concentrated,  with  the  Parties,
      Fresenius, Nikkiso and B. Braun having a combined market share of [90-100]% in 2012 and [90-100]% in previous years.

                            Closeness of competition

 309. However, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest  competitor  in  regard  to  HD
      monitors, a large majority of Dutch customers  named  Fresenius.  Baxter  was  identified  by  a  minority  and  no  other  competitor  was
      mentioned[140]. This, in addition, to the general findings reached as regards closeness of competition between the Parties in the  EEA-wide
      assessment, and the findings of the bidding analysis presented in the assessment of the effects of the Transaction on the Dutch market  for
      HD systems, tends to confirm Baxter's view that it is not a close competitor of Gambro. It further appears from the bidding  analysis  that
      competitors such as B. Braun, Nipro and Dirinco, have a much more significant role on this market than their market shares would suggest.

                       Competitive significance of Baxter – Customers' ability to switch to other suppliers

 310. Moreover, […], the combined entity's market share would be lower than the Parties' combined market share. Indeed, for the reasons explained
      at paragraphs 95 and 96, Nikkiso is expected to  expand  its  monitors  sales  significantly  in  the  countries  […],  which  include  the
      Netherlands, and is likely to capture a very significant part of Baxter's customers.

 311. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

                       Conclusion

 312. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Dutch market for HD monitors.

                 HD bloodlines

 313. The market shares estimated by the Parties on the Dutch market for HD bloodlines are as follows:

                                     Table 28: Market shares in the Dutch market for HD bloodlines (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |
|Combined         |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[50-60]%      |[60-70]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Nikkiso          |[5-10]%       |[5-10]%       |[10-20]%      |[10-20]%      |              |              |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Meise            |[0-5]%        |[0-5]%        |[5-10]%       |[0-5]%        |[0-5]%        |[0-5]%        |
|Dirinco          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 314. Baxter stresses that Fresenius ranks […] ([30-40]%), […][…]Gambro ([30-40]%), whereas Baxter ranks […] ([20-30]%), and B.  Braun  […]  ([0-
      5]%). Baxter notes that Gambro’ share considerably decreased from [50-60]% in 2007, and that there are other active players such  as  Meise
      and Dirinco. Baxter considers that Gambro and Baxter are not close competitors in the area of HD bloodlines (with Gambro  offering  captive
      cassettes for its Artis monitors and dedicated bloodlines for its other HD monitors).

 315. The Parties' combined market shares are significant and the increment is large ([20-30]%). The Parties' combined market share has increased
      very significantly since 2010 as a result of Baxter's growing share since its acquisition of Cablon. The market  share  data  suggest  that
      Fresenius will continue to be a significant competitor, nonetheless far more modest than the combined entity. As in the case  of  monitors,
      the Dutch bloodlines market appears to be very concentrated, with the Parties and Fresenius accounting together for [90-100]% of sales.

 316. However, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest  competitor  in  regard  to  HD
      bloodlines, a large majority of Dutch customers named Fresenius. Baxter was not identified at all[141]. This, in addition, to  the  general
      findings reached as regards closeness of competition between the Parties in the EEA-wide  assessment,  and  the  findings  of  the  bidding
      analysis presented in the assessment of the effects of the Transaction on the Dutch market for HD systems, tends to confirm  Baxter's  view
      that it is not a close competitor of Gambro. It further appears from the bidding analysis that competitors such as B.  Braun  and  Dirinco,
      have a much more significant role on this market than their market shares would suggest.

 317. Moreover, post-Transaction, in the Netherlands, the combined entity's market share is expected  to  be  lower  than  the  Parties'  current
      combined market share […].

 318. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

 319. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Dutch market for HD bloodlines.

                 HD dialysers

 320. The market shares estimated by the Parties on the Dutch market for HD dialysers are as follows:

                                     Table 29: Market shares in the Dutch market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|Nipro            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |
|Dirinco          |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |              |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 321. Baxter stresses that Fresenius is the […] supplier (with a market share of [40-50]%) whereas Gambro  ranks  […][30-40]%),  having  lost  10
      percentage points from 2007 to 2012, Baxter ranks […] ([5-10]%), B. Braun ranks […] ([5-10]%), and Nipro […] ([0-5]%).

 322. The Parties' combined market shares is significant but has been decreasing over recent years, due to a significant  reduction  in  Gambro's
      market share, correlated to an increase in Fresenius and B. Braun's market shares. Market shares suggest that Fresenius will continue to be
      a significant competitor of a similar size as the combined entity, and even a greater size if trends observed in recent years  persist.  B.
      Braun is also expected to act as a non-negligible constraint on the combined entity.

 323. In addition, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      dialysers, a large majority of Dutch customers named Fresenius[142]. This,  in  addition,  to  the  general  findings  reached  as  regards
      closeness of competition between the Parties in the EEA-wide assessment, and  the  findings  of  the  bidding  analysis  presented  in  the
      assessment of the effects of the Transaction on the Dutch market for HD systems, tends to confirm Baxter's view that  it  is  not  a  close
      competitor of Gambro. It further appears from the bidding analysis that competitors such as B. Braun have a much more significant  role  on
      this market than their market shares would suggest.

                      Competitive significance of Baxter – Customers' ability to switch to other suppliers

 324. Furthermore, post-Transaction, in the Netherlands, the actual market share increment would be lower  than  Baxter's  current  market  share
      since […]. Indeed, in 2012, around […]%[143] of Baxter's sales of dialysers in the Netherlands were made up of dialysers  originating  from
      and supplied […]. An expansion by […] is likely to occur in the next few months. For the reasons explained at paragraphs 104  to  107,  […]
      expansion on the Dutch market for dialysers appears sufficiently likely and timely and sufficient in scope for […] to exert  a  significant
      constraint on the combined entity.

 325. Moreover, the general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to switch  supplier  relatively
      quickly without incurring major costs also applies to this assessment.

                       Conclusion

 326. Therefore, the Commission concludes that the Transaction does not raise serious doubts as to its compatibility  with  the  internal  market
      with respect to the Dutch market for HD dialysers.

                 HD fluids

 327. The market shares estimated by the Parties on the Dutch market for HD fluids are as follows:

                                    Table 30: Market shares in the Dutch market for HD fluids (in value)[144]

|Competitor                   |Share of sales                                                                            |
|                             |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro                       |[50-60]%      |[30-40]%      |[30-40]%      |[20-30]%      |[30-40]%      |[30-40]%      |
|Combined                     |[50-60]%      |[30-40]%      |[30-40]%      |[20-30]%      |[30-40]%      |[30-40]%      |
|FMC                          |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |
|MTN Neubrandenburg           |              |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[5-10]%       |
|Dirinco                      |[10-20]%      |[10-20]%      |[10-20]%      |[5-10]%       |[5-10]%       |[0-5]%        |
|Nikkiso                      |[0-5]%        |[5-10]%       |[5-10]%       |[5-10]%       |              |              |
|B. Braun                     |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total                        |100%          |100%          |100%          |100%          |100%          |100%          |

           Source: Parties' estimates

 328. Baxter stresses that Fresenius would remain the leading supplier post-merger and refers  to  the  role  of  other  suppliers  such  as  MTN
      Neubrandenburg, B. Braun and Dirinco.

 329. The Parties' combined market share is significantly lower than that of Fresenius, which has been going up very substantially over the  last
      five years, while Gambro's market share has decreased significantly. The Parties' combined market share has  not  exceeded  [40-50]%  since
      2008. Moreover, MTN Neubrandenburg appears to be an important source of competitive constraint.

 330. In addition, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      fluids, a large majority of Dutch customers named Fresenius[145]. This, in addition, to the general findings reached as  regards  closeness
      of competition between the Parties in the EEA-wide assessment, and the findings of the bidding analysis presented in the assessment of  the
      effects of the Transaction on the Dutch market for HD systems, tends to confirm Baxter's view that it is not a close competitor of  Gambro.
      It further appears from the bidding analysis that competitors such as B. Braun and Dirinco have a much more significant role on this market
      than their market shares would suggest.

 331. In view of the foregoing as well as the general conclusions arrived at in the EEA-wide assessment as to the possibility  for  customers  to
      switch supplier relatively quickly without incurring major costs, the Transaction does not raise serious doubts  as  to  its  compatibility
      with the internal market with respect to the Dutch market for HD fluids.

9 Spain

 332. The Parties estimate that the market for HD systems, encompassing all the HD equipment and consumables, was worth EUR […] million in  Spain
      in 2012.

 333. Gambro offers a full HD product range in Spain and the  same  brands  as  at  the  EEA-level.  It  sells  its  products  through  [Gambro's
      distribution system]. Baxter also offers a full HD product range in Spain, including monitors and bloodlines manufactured by […], dialysers
      manufactured by […] and its own fluids. Baxter operates [Baxter's distribution system] in Spain.

 334. Fresenius, Nipro, and to a lesser extent, Bellco and B. Braun are the Parties' main competitors  in  Spain.  Fresenius  offers  a  full  HD
      product range in Spain. Nipro also supplies a full range of HD products in Spain, where it has its own sales forces[146].

 335. In Spain, the markets for HD systems, bloodlines and fluids are Group 1 markets.[147]

                 HD systems

                       Market structure – market shares

 336. The market shares estimated by the Parties on the Spanish market for HD systems are as follows:

                                     Table 31: Market shares in the Spanish market for HD systems (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|FMC              |[30-40]%      |[40-50]%      |[40-50]%      |[30-40]%      |[40-50]%      |[30-40]%      |
|Nipro            |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |[5-10]%       |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Bellco           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Toray            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 337. Baxter notes that the Transaction will combine the current number […] Gambro (with a market share of [30-40]% in 2012) and the  number  […]
      Baxter (with a market share of [5-10]% in 2012), whereas Fresenius is the current […] (with a market share of [30-40]% in 2012),  and  will
      […]. Baxter considers that Fresenius, but also Nipro, Bellco, B. Braun, and Asahi will  continue  to  exert  competitive  pressure  on  the
      combined entity. Baxter claims that all of those competitors actively participate in tenders in Spain, including the largest  tenders  such
      as those organised in 2011 by […], the […] and […].

 338. The Parties' combined market share is in the same order of magnitude as that of the market leader, Fresenius. The market share data suggest
      that the Parties will face significant competition by Fresenius but also from a range of smaller competitors, notably Nipro,  which  has  a
      market share of [5-10]% and which, as Fresenius, offers a full range of HD products and is thus able to satisfy the customers that want  to
      buy all these products as a package. Moreover, other competitors such as B. Braun and Bellco, have a non-negligible presence.

 339. In addition, whereas the market shares of Baxter, Bellco, Fresenius and B. Braun have remained relatively stable, Gambro's market share has
      been declining significantly over the last six years, whereas Nipro's market share has been increasing significantly, suggesting that it is
      a very dynamic competitor.

                            Closeness of competition

 340. Furthermore, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      systems, a large majority of Spanish customers named Fresenius. Other competitors were mentioned at best by  a  very  small  minority[148].
      This, in addition, to the general findings reached as regards closeness of competition between the  Parties  in  the  EEA-wide  assessment,
      tends to confirm Baxter's view that it is not a close competitor of Gambro.

 341. The analysis of the Parties' bidding data, described below, supports this finding.

                            Bidding analysis

 342. In Spain, Gambro has maintained the separate Hospal brand under which it offers mainly CRRT products but also HD products.  Therefore,  two
      separate datasets were provided by Gambro. In both of them the presence of Baxter is marginal or inexistent.

 343. Amongst the HD tenders in the Hospal database that were lost, […] was won by Baxter. In  the  Gambro  database  which  contains  about  […]
      competitive events over the relevant period, Baxter won only […] of the bids lost by Gambro and […] of them were for [HD product].

 344. The tender data provided by Baxter reveals the strength of Nipro, which won […]% of the bids lost by Baxter.  This  competitive  constraint
      exerted by Nipro is definitely higher than what the market shares might indicate. Nipro's market share has been increasing constantly  over
      the last five years, but the effective competitive strength that Nipro will exhibit in Spain in the future is clearly grasped by  the  high
      number of contracts won recently.

 345. Furthermore, Gambro together with Hospal won another […]% of the bids lost by Baxter, followed by Fresenius  with  only  […]%.  Many  other
      players were identified as winners in Baxter's database, including Diaverum, B. Braun, Bellco, Zento Medical, Palex Medica and Izasa  among
      others.

 346. Therefore, the bidding data available for Spain reveal a market with a large number of suppliers,  all  actively  present  and  effectively
      constraining the Parties in tenders. Gambro, Fresenius and Nipro are the main  players,  whereas  Baxter  has  only  a  marginal  effective
      presence, even lower than what is indicated by its market share.

                            Competitive significance of Baxter – Customers' ability to switch to other suppliers

 347. Furthermore, post-Transaction, in Spain, the actual market share increment would be lower than  Baxter's  current  market  share  ([5-10]%)
      since […]. An expansion by Nipro is likely to occur in the next few months. Nipro's expansion on the Spanish market for  dialysers  appears
      sufficiently likely and timely and sufficient in scope for Nipro to exert a significant constraint on the combined entity[149]. The general
      conclusions arrived at in the EEA-wide assessment as to the possibility  for  customers  to  switch  supplier  relatively  quickly  without
      incurring major costs also applies to this assessment.

                            Conclusion

 348. The Commission therefore concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market with
      respect to the Spanish market for HD systems.

                 HD bloodlines[150]

 349. The market shares estimated by the Parties on the Spanish market for HD bloodlines are as follows:

                                    Table 32: Market shares in the Spanish market for HD bloodlines (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |
|Combined         |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |
|Nipro            |              |              |              |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 350. The Parties' combined market share is in the same order of magnitude as that of the […], Fresenius. The  market  shares  suggest  that  the
      Parties will face significant competition from Fresenius but also from a range of smaller competitors, notably Nipro, which  has  a  market
      share of [5-10]%.

 351. In addition, whereas Baxter's market share has remained relatively stable, Gambro's market share has been declining significantly over  the
      last six years. Over the same period, both Nipro and Fresenius' market shares have been growing.

 352. Furthermore, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      bloodlines, a large majority of Spanish customers named Fresenius. Other competitors were mentioned at best by a very small  minority[151].
      This, in addition to the general findings reached as regards closeness of competition between the Parties in the EEA-wide assessment, tends
      to confirm Baxter's view that it is not a close competitor of Gambro.

 353. Moreover, as already indicated, bidding data available for Spain reveals a market with a large number of suppliers,  all  actively  present
      and effectively constraining the Parties in tenders, in addition to Fresenius. Besides, the general conclusions arrived at in the  EEA-wide
      assessment as to the possibility for customers to switch supplier relatively quickly without incurring major costs  also  applies  to  this
      assessment.

 354. The Commission therefore concludes that the Transaction does not raise serious doubts as to its compatibility with the internal market with
      respect to the Spanish market for HD bloodlines.

                 HD fluids

 355. The market shares estimated by the Parties on the Spanish market for HD fluids are as follows:

                                      Table 33: Market shares in the Spanish market for HD fluids (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[40-50]%      |[40-50]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |[40-50]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |
|B. Braun         |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|Bellco           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[5-10]%       |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 356. The Transaction would enable the combined entity to reach […] market share as that of Fresenius, the […]. Market shares  suggest  that  the
      Parties will face significant competition by Fresenius but also from other competitors, notably B. Braun, which has a market share  of  [5-
      10]%.

 357. In addition, whereas Baxter and B. Braun's market shares have  remained  relatively  stable,  Gambro's  market  share  has  been  declining
      significantly over the last six years, mirroring a substantial increase in Fresenius' market share.

 358. Furthermore, the Parties do not appear to be particularly close competitors. Asked to identify Gambro's closest competitor in regard to  HD
      fluids, a large majority of Spanish customers named Fresenius. Other competitors were mentioned at best  by  a  very  small  minority[152].
      This, in addition to the general findings reached as regards closeness of competition between the Parties in the EEA-wide assessment, tends
      to confirm that Fresenius is a closer competitor to Gambro than Baxter.

 359. Moreover, as already indicated, bidding data available for Spain reveals a market with a large number of suppliers,  all  actively  present
      and effectively constraining the Parties in tenders, in addition to Fresenius.

 360. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 361. The Commission therefore concludes that Transaction does not raise serious doubts as to its compatibility with  the  internal  market  with
      respect to the Spanish market for HD fluids.

10 Sweden

 362. The Parties estimate that the market for HD systems, encompassing all the HD equipment and consumables, was worth EUR […] million in Sweden
      in 2012.

 363. Gambro offers a full HD product range in Sweden and the same brands  as  at  the  EEA  level.  It  sells  its  products  through  [Gambro's
      distribution system].

 364. Baxter offers a full HD product range in Sweden including monitors and bloodlines manufactured by […], dialysers manufactured  by  […],  as
      well as its own fluids. Baxter sells its HD products in Sweden [Baxter's distribution system].

 365. According to Baxter, the main HD suppliers active in Sweden are Gambro, Fresenius, Baxter, and B. Braun and additional suppliers are active
      in certain HD segments. Fresenius offers a full HD product range in Sweden and markets its products directly. B. Braun has  significant  HD
      sales in Sweden only in the fluid market. B. Braun has a direct sales force in Sweden but also uses distributors.

                 HD systems

                       Market structure – market shares

 366. The market shares estimated by the Parties on the Swedish market for HD systems are as follows:

                                     Table 34: Market shares in the Swedish market for HD systems (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |[40-50]%      |
|Combined         |[70-80]%      |[70-80]%      |[60-70]%      |[60-70]%      |[50-60]%      |[50-60]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[40-50]%      |[30-40]%      |
|Meda             |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |              |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 367. Baxter argues that it is not a close competitor of Gambro, the HD products that Baxter and Gambro sell in  Sweden  not  being  regarded  as
      close substitutes. According to Baxter, the combined entity will continue to face fierce competition  from  strong  rivals,  in  particular
      Fresenius, as well as from B. Braun and other growing players.

 368. Baxter indicates that Fresenius has expanded its Swedish business successfully in recent years at the expense of the Parties, in particular
      through aggressive pricing. An illustration of this success would be a tender organised in […] by […] covering […] that is […],  which  was
      won by Fresenius.

 369. As regards B. Braun, Baxter notes that it has been present in Sweden for some years but only recently further expanded its HD activities in
      that country (in 2011-2012). In spite of B. Braun's currently minor market position, Baxter  expects  this  competitor,  in  light  of  its
      experience and position in other Nordic countries, such as Finland, to gain a significant position also in Sweden in the near future.

 370. Baxter also notes that Bellco is active on the Swedish HD market with bicarbonate-based fluids and  dialysers,  which  are  distributed  by
      Nordic Medcom, a large distributor present in the Nordic countries. Besides, Baxter believes that Bellco is currently looking to expand its
      activities and to increase its presence in Sweden.

 371. On the basis of the market share data, the Swedish market appears to be fairly concentrated, with only three suppliers –  the  Parties  and
      Fresenius – enjoying a significant market presence. The Parties' combined market share is significant, well above Fresenius' market share.

 372. However, the Parties' combined market share has been decreasing significantly over the last six years, primarily due to the declining  path
      followed by Gambro's market share. This decrease has been mirrored by a significant increase in the market share of  Fresenius,  which  has
      reached almost [40-50]%. Fresenius thus emerges as a strong and dynamic competitor, all the more since it offers a full  HD  product  range
      and is thus able to satisfy the needs of customers willing to purchase all these products as a single package.

                       Closeness of competition

 373. Moreover, in the framework of the market investigation, Fresenius has been identified by a large majority of Swedish customers as  Gambro's
      closest competitor whereas Baxter has been identified by around half of the respondents and B. Braun by a minority[153]. This, in addition,
      to the general findings reached as regards closeness of competition between the Parties in the EEA-wide assessment, is a  first  indication
      that the Parties are not particularly close competitors and that Fresenius is a closer competitor to Gambro than Baxter.

 374. The analysis of the Parties' bidding data, described below, supports this finding.

                            Bidding analysis

      (i) Gambro's bidding data

 375. According to information gathered by Gambro, the latter participated in […] tenders in Sweden, a country where […]% of its sales  are  made
      via tenders (hence the highly informative nature of the information provided by the bidding analysis). Overall, the bidding dataset reveals
      the presence of many active competitors in Sweden. For the vast majority of competitive events, more than two and up  to  five  competitors
      were mentioned. Moreover, where the information on the incumbent supplier was available, it showed that the vast majority of contracts were
      served by multi-sourcing. Customers source generally every component / consumable from various suppliers.

 376. In terms of ranking of competitors present in a tender, Fresenius was perceived by Gambro's sales forces as its closest rival  in  […]%  of
      the cases. Nordic Medcom, which distributes products originating in particular from Bellco, was named as  Gambro's  closest  competitor  in
      […]% of the cases and Baxter only in […]%. Baxter is rather viewed as the second closest competitor on the Swedish market in  the  majority
      of the tenders.

 377. In 2012 Gambro won […]% of the competitive events where it participated, much less than its average winning rate of  almost  […]%  for  the
      last 5 years. For those tenders where both Parties won part of the contract, there were other winners  as  well,  showing  again  a  market
      preference by Swedish customers to procure from multiple suppliers.

 378. When Gambro lost a competitive event, the winner was Fresenius in more than […]% of the cases followed by Baxter and  Nordic  Medcom,  each
      winning in approximately […]% of the cases. Moreover, Baxter […] event lost by Gambro in 2012. Of the […] events lost by  Gambro  in  2012,
      […] were won by Fresenius and […] by Nordic Medcom. Since the sales data show a market share for Nordic Medcom that is  much  smaller  than
      the market share of Baxter (even if the entirety of Bellco sales as estimated by the Parties is attributed to Nordic  Medcom),  the  tender
      data suggests that historical market share data may understate the growing significance of Nordic Medcom in the competition for tenders and
      its future competitive position.

      (ii) Baxter's bidding data

 379. Baxter's dataset is relatively smaller than Gambro's dataset but nevertheless it is believed to cover all tenders where Baxter participated
      in the relevant period. Moreover, as already indicated, […]% of its sales in Sweden are made through tenders.

 380. Baxter's position seems to weaken over time on the Swedish market. It lost considerably more events in  2012  ([…]%)  than  on  average  in
      previous years ([…]%).

 381. Even if its market share is smaller than Gambro's, Fresenius is perceived as Baxter's main competitor in more than […] of  the  competitive
      events where Baxter participated, much ahead of Gambro. Fresenius also won more than […]% of the tenders lost by Baxter whereas Gambro  won
      only […] of them.

 382. Baxter tender data also reveals the presence of two other strong effective competitors:  Nordic  Medcom  and  Scandinavian  Medical,  which
      distributes products originating from B. Braun and Nipro among others. They won together […]% of the tenders lost by Baxter.

      (iii) Conclusion of the bidding analysis

 383. The tender data suggests that Fresenius is the main competitor of both Parties in Sweden. Both Gambro and Baxter are losing strength at the
      expense of solid distributors supplying products originating from well-known manufacturers, which are increasing their effective  presence.
      Both datasets identify Nordic Medcom and Scandinavian Medical as winners in a considerable number of bids, showing them as a much  stronger
      competitive constraint to both Parties than it is indicated by the market shares of the Parties' competitors.

                            Competitive significance of Baxter – Customers' ability to switch to other suppliers

 384. Moreover, […], the actual market share increment would be lower than Baxter's current [10-20]%. As explained in paragraphs 95 above and 104
      above, both Nikkiso and […] are expected to expand their operations significantly in the countries  […],  which  include  Sweden,  and  are
      likely to capture a very significant part of Baxter's customers for the relevant product.[154]

 385. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

 386. Therefore, the Transaction does not raise serious doubts as to its compatibility with the internal market with respect to  the  Swedish  HD
      system market.

                 HD monitors

 387. The market shares estimated by the Parties on the Swedish market for HD monitors are as follows:

                                     Table 35: Market shares in the Swedish market for HD monitors (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[70-80]%      |[60-70]%      |[60-70]%      |[70-80]%      |[20-30]%      |[50-60]%      |
|Combined         |[80-90]%      |[70-80]%      |[70-80]%      |[80-90]%      |[30-40]%      |[60-70]%      |
|FMC              |[10-20]%      |[20-30]%      |[20-30]%      |[10-20]%      |[60-70]%      |[30-40]%      |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 388. Baxter expects B. Braun and Bellco to expand their activities in Sweden further,  including  into  the  monitors  segment.  Baxter  further
      stresses that NxStage has expanded into Sweden in 2010. According to Baxter, NxStage sells its products in Sweden through  the  distributor
      Nordic Medcom, which actively participates in tenders and for instance, was one of the winners of  the  tender  organized  by  […].  Baxter
      considers it likely that NxStage’s presence in Sweden will be more visible in the future.

 389. The Swedish market for monitors appears to be very concentrated in light of the market share data, with only three  significant  suppliers,
      namely the Parties and Fresenius. Moreover, the Parties have a high combined market share, positioning the combined entity  well  ahead  of
      Fresenius in terms of revenues.

 390. However, the Parties' combined market share has been severely declining over recent years. This sharp decline is mainly due to the decrease
      in Gambro's market share, correlated to a very marked growing trend followed by Fresenius' market share[155], which was [30-40]%  in  2012.
      Fresenius thus emerges as a strong and dynamic competitor. In addition, as already indicated, it results from the bidding analysis that the
      competitive strengths of distributors such  as  Nordic  Medcom  and  Scandinavian  Medical,  which  distribute  products  originating  from
      manufacturers other than the Parties and Fresenius, is significant and is not reflected in the market share data.

 391. Furthermore, in the framework of the market investigation, Fresenius has been identified by  a  large  majority  of  Swedish  customers  as
      Gambro's closest competitor whereas Baxter has been identified by around half of the respondents and B. Braun by a minority[156]. This,  in
      addition to the general findings reached as regards closeness of competition between the  Parties  in  the  EEA-wide  assessment,  and  the
      findings of the bidding analysis presented in the assessment of the effects of the Transaction on the Swedish market for HD systems,  tends
      to confirm Baxter's view that it is not a close competitor of Gambro.

 392. Moreover, […], the actual market share increment would be lower than Baxter's current [5-10]%. As explained in paragraph above, Nikkiso  is
      expected to expand its operations significantly in the countries […], which include Sweden, and is likely to  capture  a  very  significant
      part of Baxter's customers for HD monitors.

 393. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

 394. Therefore, the Transaction does not raise serious doubts as to its compatibility with the internal market with respect to  the  Swedish  HD
      monitors market.

                 HD bloodlines

 395. The market shares estimated by the Parties on the Swedish market for HD bloodlines are as follows:

                                    Table 36: Market shares in the Swedish market for HD bloodlines (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[60-70]%      |[60-70]%      |[60-70]%      |[60-70]%      |[50-60]%      |[40-50]%      |
|Combined         |[70-80]%      |[60-70]%      |[60-70]%      |[60-70]%      |[50-60]%      |[40-50]%      |
|FMC              |[20-30]%      |[20-30]%      |[20-30]%      |[30-40]%      |[40-50]%      |[50-60]%      |
|Berco            |[0-5]%        |[5-10]%       |[5-10]%       |[0-5]%        |              |              |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 396. Baxter puts emphasis on the leading role of Fresenius, which has a market share of [50-60]%, and claims that some smaller players  such  as
      MedTech, Scandinavian Medical and Nordic Medcom currently focus on the disposables segment.

 397. As in the case of monitors, the Swedish market for bloodlines appears to be very concentrated in light of the market share data, with  only
      three significant suppliers, namely the Parties and Fresenius. Moreover, the Parties have a high combined market share.

 398. However, the Parties' combined market share has been declining over recent years. This sharp decline is  mainly  due  to  the  decrease  in
      Gambro's market share, correlated to a very marked increase in Fresenius' market share. Fresenius thus emerges  as  a  strong  and  dynamic
      competitor. In addition, as already indicated, it results from the bidding analysis that the competitive strengths of distributors such  as
      Nordic Medcom and Scandinavian Medical, which distribute products originating from manufacturers other than the Parties and  Fresenius,  is
      significant and is not reflected in the market share data.

 399. Furthermore, in the framework of the market investigation, Fresenius has been identified by  a  large  majority  of  Swedish  customers  as
      Gambro's closest competitor whereas Baxter has been identified by around half of the respondents and B. Braun by a minority[157]. This,  in
      addition to the general findings reached as regards closeness of competition between the  Parties  in  the  EEA-wide  assessment,  and  the
      results of the bidding analysis presented in the assessment of the effects of the Transaction on the Swedish market for HD  systems,  tends
      to confirm that Fresenius is a closer competitor to Gambro than Baxter.

 400. Moreover, […], the actual market share increment would be lower than Baxter's current [5-10]%.

 401. Furthermore, the general conclusions arrived at in the EEA-wide  assessment  as  to  the  possibility  for  customers  to  switch  supplier
      relatively quickly without incurring major costs, if the combined entity were to increase  prices  post-Transaction  applies  also  to  the
      current assessment.

 402. Therefore, the Transaction does not raise serious doubts as to its compatibility with the internal market with respect to  the  Swedish  HD
      bloodlines market.

                 HD dialysers

 403. The market shares estimated by the Parties on the Swedish market for HD dialysers are as follows:

                                    Table 37: Market shares in the Swedish market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[40-50]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%      |[40-50]%      |
|Combined         |[60-70]%      |[60-70]%      |[70-80]%      |[70-80]%      |[60-70]%      |[50-60]%      |
|FMC              |[30-40]%      |[30-40]%      |[30-40]%      |[30-40]%      |[40-50]%      |[40-50]%      |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 404. As in the case of monitors and bloodlines, the Swedish market for dialysers appears to be very concentrated in light of  the  market  share
      data, with only three significant suppliers, namely the Parties and Fresenius. The Parties' combined market share is significant but it has
      been decreasing over the last four years, due to a reduction in Baxter's market share. By contrast, Fresenius' market share  has  increased
      significantly over the same period. Market shares suggest that the combined entity will face significant competition from Fresenius,  which
      is a strong and dynamic competitor in Sweden. In addition, as already indicated, it results from the bidding analysis that the  competitive
      strengths of distributors such as Nordic Medcom and Scandinavian Medical, which distribute products originating  from  manufacturers  other
      than the Parties and Fresenius, is significant and is not reflected in the market share data.

 405. Furthermore, in the framework of the market investigation, Fresenius has been identified by  a  large  majority  of  Swedish  customers  as
      Gambro's closest competitor whereas Baxter has been identified by around half of the respondents and B. Braun by a minority[158]. This,  in
      addition to the general findings reached as regards closeness of competition between the  Parties  in  the  EEA-wide  assessment,  and  the
      results of the bidding analysis presented in the assessment of the effects of the Transaction on the Swedish market for HD  systems,  tends
      to confirm that Fresenius is a closer competitor to Gambro than Baxter.

 406. Furthermore, post-Transaction, in Sweden, the actual market share increment would be lower than Baxter's current market share since […]. An
      expansion by Nipro is likely to occur in the next few months. Nipro's expansion on the Swedish market for  dialysers  appears  sufficiently
      likely and timely and sufficient in scope for Nipro to exert a significant constraint on  the  combined  entity.  The  general  conclusions
      arrived at in the EEA-wide assessment as to the possibility for customers to switch supplier relatively  quickly  without  incurring  major
      costs also applies to this assessment.

 407. The Commission therefore concludes that Transaction does not raise serious doubts as to its compatibility with  the  internal  market  with
      respect to the Swedish market for HD dialysers.

                 HD fluids

 408. The market shares estimated by the Parties on the Swedish market for HD fluids are as follows:

                                      Table 38: Market shares in the Swedish market for HD fluids (in value)

|Competitor                |Share of sales                                                                            |
|                          |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro                    |[60-70]%      |[60-70]%      |[50-60]%      |[50-60]%      |[60-70]%      |[50-60]%      |
|Combined                  |[60-70]%      |[60-70]%      |[60-70]%      |[60-70]%      |[60-70]%      |[50-60]%      |
|FMC                       |[10-20]%      |[20-30]%      |[20-30]%      |[20-30]%      |[30-40]%      |[30-40]%      |
|B. Braun                  |[5-10]%       |[0-5]%        |[0-5]%        |[0-5]%        |[5-10]%       |[5-10]%       |
|Meda                      |[5-10]%       |[5-10]%       |              |              |              |              |
|Serumwerk                 |              |              |[5-10]%       |[5-10]%       |              |              |
|MTN Neubrandenburg        |              |              |[5-10]%       |[5-10]%       |              |              |
|Others                    |              |[5-10]%       |              |              |              |              |
|Total                     |100%          |100%          |100%          |100%          |100%          |100%          |

           Source: Parties' estimates

 409. According to Baxter, over the past five years, Gambro and Baxter have gradually lost  business  in  this  segment,  whereas  Fresenius  has
      expanded its business, from [10-20]% in 2007 to [30-40]% in 2012. Baxter expects Fresenius to continue  to  compete  aggressively  in  this
      segment. In addition, it expects B. Braun to further grow.

 410. As in the case of monitors, bloodlines and dialysers, the Swedish market for fluids appears to be very concentrated in light of the  market
      share data, with only four significant suppliers, namely the Parties, Fresenius and B. Braun. The Parties' combined market  share  is  high
      but has been decreasing over the six years, as the market shares of each of Baxter and Gambro have been decreasing, mirroring a substantial
      increase in Fresenius' market share. Market shares suggest that the combined entity will face significant competition from Fresenius, which
      is a strong and dynamic competitor in Sweden, and to a more limited but non negligible extent, from  B.  Braun.  In  addition,  as  already
      indicated, it results from the bidding analysis that the competitive strengths of distributors  such  as  Nordic  Medcom  and  Scandinavian
      Medical, which distribute products originating from manufacturers other than the Parties and Fresenius, is significant and is not reflected
      in the market share data.

 411. Furthermore, in the framework of the market investigation, Fresenius has been identified by  a  large  majority  of  Swedish  customers  as
      Gambro's closest competitor whereas Baxter has been identified by around half of the respondents and B. Braun by a minority[159]. This,  in
      addition to the general findings reached as regards closeness of competition between the  Parties  in  the  EEA-wide  assessment,  and  the
      results of the bidding analysis presented in the assessment of the effects of the Transaction on the Swedish market for HD  systems,  tends
      to confirm that Fresenius is a closer competitor to Gambro than Baxter.

 412. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers to  switch  supplier  relatively  quickly
      without incurring major costs also applies to this assessment.

 413. The Commission therefore concludes that Transaction does not raise serious doubts as to its compatibility with  the  internal  market  with
      respect to the Swedish market for HD fluids.

11 United Kingdom

 414. The Parties estimate that the market for HD systems, encompassing all the HD equipment and consumables, was worth EUR […]  million  in  the
      United Kingdom in 2012.

 415. Gambro offers a full HD product range in the United Kingdom. It sells its products [Gambro's distribution system].  Baxter  also  offers  a
      full HD product range including monitors and bloodlines manufactured by […], dialysers manufactured by […], as  well  as  its  own  fluids.
      However, Baxter’s presence in HD in the United Kingdom is modest. Baxter is mainly active in relation to HD products for home HD  products.
      Otherwise, Baxter’s activities focus on Northern Ireland. Baxter does not have [Baxter's distribution system]. In Northern Ireland,  Baxter
      provides repair and maintenance services for HD products. In the remainder of  the  United  Kingdom,  Baxter  merely  provides  repair  and
      maintenance services for home HD products.

 416. According to Baxter, the main HD suppliers active in the United Kingdom are Gambro, Fresenius, B. Braun, Kimal and Nipro  and  there  is  a
      group of other, less significant, suppliers, which include Baxter and Allmed.

 417. Fresenius offers a full HD product range in the United Kingdom, as well as dialysis  services  in  partnership  with  the  National  Health
      Service (NHS). B. Braun also offers a full HD product range as well as dialysis services, alone or in cooperation with the NHS.

 418. In the United Kingdom, only the market for dialysers falls within Group 1.[160]

                 HD dialysers

 419. The market shares estimated by the Parties on the United Kingdom market for HD dialysers are as follows:

                                 Table 39: Market shares in the United Kingdom market for HD dialysers (in value)

|Competitor       |Share of sales                                                                            |
|                 |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro           |[10-20]%      |[10-20]%      |[20-30]%      |[30-40]%      |[30-40]%      |[30-40]%      |
|Combined         |[20-30]%      |[20-30]%      |[20-30]%      |[40-50]%      |[40-50]%      |[30-40]%      |
|FMC              |[60-70]%      |[50-60]%      |[50-60]%      |[40-50]%      |[30-40]%      |[30-40]%      |
|Nipro            |[5-10]%       |[5-10]%       |[10-20]%      |[10-20]%      |[5-10]%       |[10-20]%      |
|B. Braun         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Allmed           |              |              |              |              |[5-10]%       |[5-10]%       |
|Asahi            |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Others           |[0-5]%        |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[0-5]%        |
|Total            |100%          |100%          |100%          |100%          |100%          |100%          |

             Source: Parties' estimates

 420. The Parties' combined market share is […] to the one of Fresenius, the […]. It has been growing significantly since 2007 mainly  due  to  a
      significant increase in Gambro's market share, correlated to a very substantial decrease in Fresenius' market share.

 421. Market share data indicate that post-Transaction, the combined entity would face significant competition not only from Fresenius, but  also
      from a range of other market participants, notably Nipro (which has a market share of [10-20]%), Allmed and B. Braun.

      Closeness of competition

 422. Moreover, in the framework of the market investigation, Fresenius has been identified by a large majority of United  Kingdom  customers  as
      Gambro's closest competitor whereas B. Braun has been identified by a limited minority and Baxter has not been mentioned at all[161]. This,
      in addition, to the general findings reached as regards closeness of competition between the Parties in the EEA-wide assessment,  tends  to
      confirm Baxter's view that the Parties are not close competitors and that Fresenius is a closer competitor to Gambro than Baxter.

 423. The analysis of the Parties' bidding carried out by  the  Commission  and  summarised  below  confirms  that  the  Parties  are  not  close
      competitors.

                            Bidding analysis

      (i) Gambro's bidding data

 424. According to information gathered by Gambro, the latter participated in more than […]% of the tenders in  the  United  Kingdom,  a  country
      where approximately […] of Gambro's sales are made via tenders.

 425. The tender data reveals that the market in the United Kingdom is competitive with the presence of at least three strong players besides the
      Parties, namely Fresenius, B. Braun and Kimal and with price being the most important factor determining the outcome  of  a  tender.  These
      competitors participate in tenders for all components and consumables, which suggests that are well-established and fully-fledged players.

 426. Gambro won less than […] of the competitive events where it participated. The bids lost by Gambro were won mainly by Fresenius and B. Braun
      (each in more than […]% of the cases). Bidding data shows the effective strength of B. Braun in the United Kingdom that  goes  much  beyond
      what is shown by its market share. The rest of the bids lost by Gambro were won by Baxter and Kimal.

      (ii) Baxter's bidding data

 427. According to Baxter's data, Baxter participated in about […] of the tenders organised in the United Kingdom during the relevant period  and
      approximately […]% of its sales are made through tenders. Baxter submitted a bid in […] tenders and won  only  […]  of  them.  Baxter  also
      partly won lots belonging to other […] tenders, but these contracts were shared amongst 4-8 other suppliers. The […] of competitive  events
      lost by Baxter were won by Fresenius. Although with a lower frequency, the other individual bidders which won tenders  lost  by  Baxter  in
      many cases were B. Braun and Kimal. The dataset shows as well a considerable number of contracts where the winners were multiple  suppliers
      (including Fresenius, Gambro, B. Braun, Nipro, Kimal, Health Tec Medical, Merit Medical, Covidien, Vygon and Asahi). Gambro was the  single
      winner of an event lost by Baxter only in […], namely in […] for [HD product].

      (iii) Conclusion of the bidding analysis

 428. The bidding data obtained by the Commission in regard to the United Kingdom reveals a market with strong effective competition  exerted  by
      at least five solid players (Gambro, Fresenius, B.  Braun,  Baxter  and  Kimal),  along  with  other  smaller  players.  These  competitors
      participate actively in tenders for all components. The removal of one competitor post-merger seems to leave sufficient  real  alternatives
      in the market so that competition is not affected.

 429. Furthermore, in the framework of the market investigation, Fresenius has been identified as Gambro's closest competitor by a large majority
      of United Kingdom customers whereas all the other competitors have been mentioned at best by a small minority[162].

 430. Furthermore, post-Transaction, in the United Kingdom, the actual market share increment would be lower than Baxter's current  market  share
      ([0-5]%) since […]. An expansion by Nipro is likely to occur in the next few months. Nipro's expansion on the  United  Kingdom  market  for
      dialysers appears sufficiently likely and timely and sufficient in scope for Nipro to  exert  a  significant  constraint  on  the  combined
      entity. The general conclusions arrived at in the EEA-wide assessment as to the possibility for customers  to  switch  supplier  relatively
      quickly without incurring major costs also applies to this assessment.

 431. The Commission therefore concludes that Transaction does not raise serious doubts as to its compatibility with  the  internal  market  with
      respect to the United Kingdom market for HD dialysers.

2 Continuous Renal Replacement Therapy (CRRT) equipment and consumables - Horizontal overlaps

1 Market structure – Merging firms have large market shares

 432. According to the Parties' estimates, the CRRT market size in value terms amounted to EUR […] million in the EEA in 2012.

 433. Both Parties supply CRRT monitors, fluids, bloodlines, dialysers and other disposables.  Gambro  manufactures  all  these  products  itself
      whilst Baxter only manufactures CRRT fluids and sources the other elements from third parties under OEM contracts.  In  particular,  Baxter
      sources monitors from […], bloodlines from […], dialysers from […] and other disposables (catheters) from […]. With the exception  of  […],
      all products have been Baxter-labelled.[163]

 434. The Parties operate either directly or through distributors in the various EEA  countries  where  they  are  present.  Gambro  has  a  wide
      geographical footprint and is present in […] EEA countries, with a direct sales force in […] EEA countries[164],  through  distributors  or
      agents in further […] EEA countries[165], and both directly and through distributors in […]. Baxter is present in CRRT in approximately […]
      of the EEA countries. Baxter has a direct presence in […] EEA countries,[166] distributes its products through distributors  in  a  further
      […] EEA countries[167], and uses both its own sales force as well as distributors in […].

 435. Gambro offers its full range of products in all the EEA countries. Baxter is also offering all CRRT components in all EEA  countries  where
      it is (directly or indirectly) present. However, as regards CRRT monitors, [Details on Baxter's CRRT products][168] [169].

1 EEA level

                 CRRT systems

 436. The Notifying Party submits that the Parties' market shares are substantial, but the increment would  be  relatively  small.  Moreover,  in
      addition to Fresenius (Germany), there would be other players active in CRRT, including other system providers Bellco (Italy) and B.  Braun
      (Germany), as well as providers of certain components such as Toray (Japan) constraining the Parties’ ability to act  independently.  While
      their market shares would still be relatively small, the Parties would expect these other providers to continue to  grow,  for  example  as
      customers might switch to them in cases when they would previously have chosen Baxter.

 437. The Commission notes that with a 2012 market share of [50-60]%, Gambro is currently the market leader in the  CRRT  system  market  at  EEA
      level, with Baxter being the third largest competitor ([10-20]%). The Transaction would thus lead to a significant increment and result  in
      a combined market share of [60-70]%. The following table gives an overview of the market share estimates of the Parties for  the  past  six
      calendar years.

                                     Table 40: Market shares in the CRRT systems market in the EEA (by value)

|Company                   |Market shares (in %)                                                                                   |
|                          |2007            |2008            |2009            |2010            |2011            |2012            |
|Gambro                    |[50-60]%        |[50-60]%        |[50-60]%        |[50-60]%        |[50-60]%        |[50-60]%        |
|Combined                  |[50-60]%        |[50-60]%        |[50-60]%        |[60-70]%        |[60-70]%        |[60-70]%        |
|Fresenius                 |[10-20]%        |[10-20]%        |[10-20]%        |[10-20]%        |[10-20]%        |[20-30]%        |
|B. Braun                  |[5-10]%         |[5-10]%         |[5-10]%         |[0-5]%          |[0-5]%          |[0-5]%          |
|Edwards Lifesciences[170] |[5-10]%         |[5-10]%         |[5-10]%         |[0-5]%          |                |                |
|Medcomp                   |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Toray                     |                |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Bellco                    |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Arrow (Teleflex)          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Dirinco                   |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |[0-5]%          |
|Others                    |[5-10]%         |[5-10]%         |[5-10]%         |[5-10]%         |[0-5]%          |[0-5]%          |
|Total                     |100%            |100%            |100%            |100%            |100%            |100%            |

Source: Parties’ estimates

 438. Fresenius, with a 2012 market share of [20-30]% in 2012, would significantly lag behind the merged entity whose CRRT sales  would  be  more
      than […] those of Fresenius.

 439. Other remaining competitors together would account for only [10-20]% of the market and none accounts for more than [0-5]%.  Moreover,  many
      of these smaller competitors offer only some components. For instance, Medcomp (with a market  share  of  [0-5]%)  is  not  a  CRRT  system
      provider but specialized in vascular access products (included in the category of other disposables) for various medical applications,  not
      only RRT. Teleflex only offers disposables, namely a variety of vascular access products marketed under the Arrow brand. Toray  only  sells
      CRRT dialysers. Dirinco is a distributor and CRRT fluids producer that is only active in CRRT in the Netherlands and Belgium.

 440. Therefore, post-Transaction, the merged entity and Fresenius are the only providers of CRRT systems at EEA level with  a  large  footprint,
      with B. Braun and Bellco being the only alternative system providers active in the EEA but with so far very limited market shares of [0-5]%
      each.

                 CRRT monitors and sets (bloodlines and dialysers)

 441. In the segment / market for CRRT monitors and sets (bloodlines and dialysers), the market structure is very similar to the overall  systems
      market. In 2012, Gambro was the market leader with a share of [50-60]%, with Baxter being the  third  largest  competitor  ([10-20]%).  The
      Transaction would thus lead to a significant increment and to a combined market share of [60-70]%. The following table gives an overview of
      the market share estimates of the Parties for the past six calendar years.

                                     Table 41: Market shares in CRRT monitors and sets in the EEA (by value)

|Competitor                       |Market shares (in %)                                                                        |
|                                 |2007          |2008          |2009          |2010          |2011             |2012          |
|Gambro                           |[60-70]%      |[50-60]%      |[50-60]%      |[50-60]%      |[50-60]%         |[50-60]%      |
|Combined                         |[60-70]%      |[50-60]%      |[60-70]%      |[70-80]%      |[60-70]%         |[60-70]%      |
|Fresenius                        |[10-20]%      |[10-20]%      |[10-20]%      |[10-20]%      |[20-30]%         |[20-30]%      |
|Edwards Lifesciences             |[10-20]%      |[10-20]%      |[10-20]%      |[0-5]%        |                 |              |
|Toray                            |              |[5-10]%       |[0-5]%        |[0-5]%        |[0-5]%           |[0-5]%        |
|Bellco                           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%           |[0-5]%        |
|B. Braun                         |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%           |[0-5]%        |
|Diamed                           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%           |[0-5]%        |
|Others                           |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%           |[0-5]%        |
|Total                            |100%          |100%          |100%          |100%          |100%             |100%          |

    Source: Parties’ estimates

 442. Over this period, Baxter gained considerable market share, whereas Gambro consistently lead the  market  with  shares  exceeding  [50-60]%.
      Although Fresenius gained some share more recently and accounted, in 2012, for [20-30]% of the market, it would  significantly  lag  behind
      the merged entity. Other competitors' shares are limited amounting to only [5-10]% in total. The two other CRRT system providers, B.  Braun
      and Bellco, did not gain any significant share.

                 CRRT fluids

 443. CRRT system providers that also manufacture and sell CRRT fluids are limited to the Parties with a combined market  share  of  [70-80]%  in
      2012 (increment of [10-20]%), Fresenius ([20-30]%), and B. Braun ([0-5]%). Dirinco ([0-5]%) only manufactures and sells CRRT fluids in  the
      Netherlands together with third party monitors and consumables. There are some other companies selling  CRRT  fluids  in  certain  national
      markets but all of them together have a marginal market share in the EEA of less than [0-5]%.[171] The following table gives an overview of
      the market share estimates of the Parties for the past six calendar years.

                                           Table 42: Market shares in CRRT fluids in the EEA (by value)

|Competitor                |Market shares (in %)                                                                          |
|                          |2007           |2008           |2009           |2010           |2011           |2012           |
|Gambro                    |[50-60]%       |[50-60]%       |[50-60]%       |[60-70]%       |[60-70]%       |[60-70]%       |
|Combined                  |[60-70]%       |[60-70]%       |[60-70]%       |[70-80]%       |[70-80]%       |[70-80]%       |
|Fresenius                 |[10-20]%       |[10-20]%       |[10-20]%       |[20-30]%       |[20-30]%       |[10-20]%       |
|B. Braun                  |[10-20]%       |[10-20]%       |[10-20]%       |[0-5]%         |[0-5]%         |[0-5]%         |
|Edwards Lifesciences      |[5-10]%        |[5-10]%        |[5-10]%        |               |               |               |
|Dirinco                   |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |
|Others                    |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |[0-5]%         |
|Total                     |100%           |100%           |100%           |100%           |100%           |100%           |

      Source: Parties’ estimates

 444. Over this period, both Baxter and Gambro gained considerable market share. Fresenius also grew its fluids sales whereas  B.  Braun's  sales
      dropped sharply after 2009.

                 CRRT other disposables

 445. The Notifying Party submits that there is a broad range of suppliers of other disposables.

 446. The Commission notes that the Parties have a combined market share of [30-40]% in 2012, with a large increment of [10-20]%.  The  principal
      competitors of the Parties in this segment/ market differ in that they are not other CRRT system providers but mostly specialised providers
      of vascular access product provider such as Medcomp (with a 2012 market share of [20-30]%), Arrow (Teleflex) ([10-20]%)  or  Covidien  ([5-
      10]%). The following table gives an overview of the market share estimates of the Parties for the past six calendar years.

|Table 43: Market shares in CRRT other disposables in the EEA (by value)                                                          |
|Competitor                             |Market shares (in %)                                                                      |
|                                       |2007          |2008          |2009          |2010          |2011          |2012          |
|Gambro                                 |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Combined                               |[20-30]%      |[20-30]%      |[30-40]%      |[30-40]%      |[40-50]%      |[30-40]%      |
|Medcomp                                |[5-10]%       |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |[20-30]%      |
|Arrow (Teleflex)                       |[20-30]%      |[10-20]%      |[10-20]%      |[10-20]%      |[5-10]%       |[10-20]%      |
|Covidien (Tyco/Quinton)                |[10-20]%      |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |
|VMP                                    |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[5-10]%       |[5-10]%       |
|Bard/Vascath                           |[5-10]%       |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[0-5]%        |
|Vygon                                  |[5-10]%       |[5-10]%       |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Fresenius                              |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |
|Cook                                   |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |[0-5]%        |              |
|Others                                 |[5-10]%       |[5-10]%       |[5-10]%       |[0-5]%        |[5-10]%       |[0-5]%        |
|Total                                  |100%          |100%          |100%          |100%          |100%          |100%          |

   Source: Parties’ estimates

 447. Over this period, Baxter is the only competitor among the top five suppliers that has considerably gained market  share,  whereas  Gambro's
      share remained relatively constant, in most years […] the market closely followed by Medcomp.

2 National level

 448. For the purposes of the competitive assessment in this case, the various national product  markets  that  are  horizontally  affected  were
      grouped into three categories: (i) Group 1 markets: where the Parties' combined market share exceeds 35% and the increment exceeds 1%; (ii)
      Group 2 markets: where the Parties' combined market share exceeds 35% but the increment does not exceed 1%;  and  (iii)  Group  3  markets:
      where the Parties' combined market share does not exceed 35%[172].

                 CRRT systems

 449. In the overall CRRT market, the merged entity would have very large combined shares – exceeding [50-60]% – in 12  EEA  countries,  in  most
      cases with large increments.[173] In Ireland, the Parties would have a […] and in the United Kingdom a […]. In another three Member States,
      the merged entity has significant market shares (above 35%) in 2012,[174] so that there are a total of 15 Group 1 markets  at  CRRT  system
      level, as listed in the following table:

                                             Table 44: 2012 market shares in CRRT systems (by value)

|                  |Baxter                                                                                    |Gambro                     |
|Austria                                                                                                                                 |
|None                                                                                                                                    |
|                                                                                                                                        |
|                                                                                                                                        |
|Group 3 Countries                                                                                                                       |
|Romania                                                                                                                                 |
|Austria                                                                                                                                 |
|None                                                                                                                                    |
|Group 3 countries                                                                                                                       |
|Romania                                                                                                                       |
|                                                                                                                              |
|                                                                                                                                            |
|Austria                                                                                                                                     |
|None                                                                                                                                        |
|Group 3 countries                                                                                                                           |
|None                                                                                                                                        |

Source: Parties' estimates

                                               Table 51: Historical market shares – 2011 (by value)

|                                                                                                                                                         |
|Austria                                                                                                                                                  |
|None                                                                                                                                                     |
|Group 3 countries                                                                                                                                        |
|Czech Republic          |[10-20]%                                          |
|                        |2010           |2011           |2012              |
|Baxter                  |[0-5]%         |[0-5]%         |[0-5]%            |
|Gambro                  |[30-40]%       |[40-50]%       |[30-40]%          |
|Combined                |[30-40]%       |[40-50]%       |[40-50]%          |
|Culligan                |[5-10]%        |[0-5]%         |[0-5]%            |
|DWA                     |[10-20]%       |[10-20]%       |[10-20]%          |
|Fresenius               |[10-20]%       |[10-20]%       |[10-20]%          |
|Lauer                   |[10-20]%       |[10-20]%       |[10-20]%          |
|Purite                  |[0-5]%         |[0-5]%         |[0-5]%            |
|Others                  |[10-20]%       |[10-20]%       |[5-10]%           |
|Total                   |100%           |100%           |100%              |

                   Source: Parties' estimates

 450. In 2012, Baxter's EEA sales of water treatment systems amounted to approximately EUR […]. As such, the increment to Gambro's  market  share
      of [30-40]% brought about by the Transaction is negligible at [0-5]%. There are several competitors on the water treatment  system  market,
      in particular Fresenius ([10-20]%), but also DWA ([10-20]%), Lauer ([10-20]%), Culligan ([0-5]%) and Purite ([0-5]%). RRT suppliers that do
      not manufacture water systems are able to team up with suppliers of water treatment solutions,  e.g.,  Bellco  with  DWA[238],  Nipro  with
      Phoenix[239] and B. Braun with Lauer[240].

 451. Given Baxter's limited sales of water treatment systems, the increment in market share resulting from the Transaction  is  also  relatively
      modest if national markets are considered. In 2012,  Baxter  recorded  sales  in  seven  Member  States:  Denmark,  Finland,  Ireland,  the
      Netherlands, Spain, Sweden and the United Kingdom as shown in the following table.

                                          Table 57: Market shares for water treatment systems (in value)

 |Baxter |Gambro |Comb. |DWA |FMC |Culli-gan |Lauer |Purite |Elga |Ovivo |PWS |Other |Total | |Denmark |[0-5]% |[60-70]% |[60-70]% |[5-10]% |[20-
 30]% | | | | | | |[0-5]% |100% | |Finland |[0-5]% |[80-90]% |[80-90]% | | |[10-20]% | | | | | | |100% | |Ireland |[10-20]% |[10-20]% |[20-30]% |
   | | | |[40-50]% |[20-30]% | | | |100% | |Nether-lands |[0-5]% |[30-40]% |[30-40]% |[0-5]% |[0-5]% | |[0-5]% | | |[40-50]% |[10-20]% |[0-5]%
|100% | |Spain |[0-5]% |[30-40]% |[30-40]% |[0-5]% |[20-30]% |[0-5]% |[5-10]% | | | | |[20-30]% |100% | |Sweden |[5-10]% |[60-70]% |[70-80]% |[0-
5]% |[5-10]% | |[10-20]% | | | | | |100% | |United
Kingdom |[0-5]% |[40-50]% |[40-50]% |[0-5]% |[0-5]% | |[0-5]% |[30-40]% |[10-20]% | | | |100% | |Source: Parties' estimates

 452. With the exception of Ireland, the increment in market share is less than [5-10]% in all the aforementioned Member States meaning that  the
      Transaction is unlikely to result in a significant change to the market structure.

 453. In Denmark, Baxter's sales in 2012 amounted to EUR […] which corresponds to a market share of [0-5]%. The majority of its  revenues  relate
      to rental revenue of single-patient water treatment systems including […] new systems placed in 2012. Baxter [Details on  Baxter's  sales].
      In contrast, the majority of Gambro's turnover was derived from the sale  of  large  central  water  treatment  systems,  water  rooms  and
      technical services while only a minority ([10-20]%) related to the sale of single-patient water treatment  systems  and  disposables.  This
      indicates that the Parties are not close competitors in Denmark as regards the supply of water treatment systems. In addition,  the  merged
      entity will continue to face competition from other suppliers such as FMC ([20-30]%) and DWA ([5-10]%).

 454. In Finland, although the merged entity would have strong position on the market with a share of [80-90]%, the increment resulting from  the
      Transaction is limited at [0-5]%. In addition, the Parties are not particularly close competitors as the […] of  Gambro's  revenues  ([…]%)
      relate to the provision of large water treatment systems and technical services whereas Baxter's focus  is  the  supply  of  single-patient
      water treatment systems of which it sold […] in 2012.

 455. In Ireland, although the increment arising from the Transaction is not negligible at [10-20]%, the merged entity's market share would  only
      amount to [20-30]% and it would continue to face competition from other suppliers such as Purite, the market leader  with  [40-50]%  market
      share and Elga ([20-30]%).

 456. In the Netherlands, the merged entity's market share would be [30-40]% with an increment of [0-5]% from Baxter. In 2012, however,  Baxter's
      sales in the Netherlands were limited to [Details on Baxter's sales]. Baxter assumed the ongoing obligation to provide such  services  when
      it took over Nikkiso's business from Cablon in 2011. Baxter itself, however, [Details on Baxter's sales]. Even if the Parties  were  to  be
      considered as competing on the market for the supply of water treatment systems in the Netherlands, they would continue to face competition
      post-Transaction from a number of other suppliers such as Ovivo ([40-50]%), PWA ([10-20%) and Lauer ([0-5]%).

 457. In Spain, the merged entity's market share would be [30-40]% with an increment of [0-5]% from Baxter. Baxter's sales were  limited  to  the
      supply of single-patient water treatment systems, an area where Gambro only obtained [0-5]% of its  turnover.  This  illustrates  that  the
      Parties are not close competitors on the Spanish market for the supply of water treatment systems. In any event,  the  merged  entity  will
      continue to face competition from a number of other suppliers including FMC ([20-30%), Lauer ([5-10]%) and DWA ([0-5]%).

 458. In Sweden, the merged entity's market share would be [70-80]% with an increment of [5-10]% from Baxter. Given the limited  increment  added
      by Baxter, its removal as an independent reseller of HD  water  treatment  systems  is  not  expected  to  have  a  significant  impact  on
      competition. In any event, the merged entity will continue to face competition from other suppliers post-Transaction such  as  Lauer  ([10-
      20]%), FMC ([5-10]%) and DWA ([0-5]%).

 459. In the United Kingdom, the merged entity's market share would be [40-50]% with an increment  of  [0-5]%  from  Baxter.  Given  the  limited
      increment added by Baxter, its removal as an independent reseller of HD water treatment systems is  not  expected  to  have  a  significant
      impact on competition. In any event, the merged entity will continue to face competition from  other  suppliers  post-Transaction  such  as
      Purite ([30-40]%), Elga ([10-20]%) and FMC ([0-5]%).

 460. The market investigation confirmed that the proposed concentration between Baxter and Gambro does not raise  competitive  concerns  on  the
      water treatment systems market. The large majority of customers do not expect significant effects either in  the  EEA  or  in  any  country
      specifically.[241]

 461. In view of the above, the proposed transaction does not raise serious doubts as to its compatibility with the internal market  with  regard
      to water treatment systems either at a national or EEA-wide level.

2 Therapeutic plasma exchange

 462. The Parties submit that TPE is an ancillary business activity for which no data  is  publicly  available.  As  such,  the  Parties  do  not
      systematically keep track of their market shares or their competitors' activities. That said, they estimate that after the Transaction, the
      merged entity would have a market share in the EEA of [20-30]% with an increment of [0-5]% coming from  Baxter's  sales.  In  view  of  the
      merged entity's market position, the modest increment in market share and the presence of other  competitors  including  Fresenius,  Asahi,
      Bellco and Haemonetics, the Transaction is not expected to raise concerns at the level of the EEA.

 463. If national markets are considered, the Parties' activities would overlap in nine Member States where Baxter has TPE  sales  (Austria,  the
      Czech Republic, France, Germany, Ireland, Italy, Poland, Spain and the United Kingdom).  As  noted  above,  given  the  relatively  limited
      revenues derived from their TPE sales in comparison to their overall activities, the Parties do not systematically track  their  shares  or
      their competitors' activities in TPE. At the Commission's request, however, they  have  provided  additional  information  regarding  their
      respective positions in three Member States (France, Germany and the United Kingdom) which together  account  for  [70-80]%  of  their  TPE
      sales.[242] In France, the Parties' estimate Gambro's market share to be in the region of [20-30]% and the increment from Baxter to be  [0-
      5]% meaning that the Transaction is not likely to raise concerns. A similar conclusion can also be drawn with respect to Germany where  the
      merged entity would have a market share of [10-20]% with an increment of less than [0-5]% and the United Kingdom where the figures are [10-
      20]% and less than [10-20]% respectively[243].

 464. In the market investigation, whilst the majority of respondents either did not express an opinion regarding the effects of the  Transaction
      on the TPE market or confirmed that it would have no impact, a limited number of respondents  considered  that  it  could  lead  to  higher
      prices. However, as the sale of the TPE filters sourced by Baxter from […] forms part of Baxter’s CRRT business that will be divested,  the
      overlap resulting from the Transaction will be removed. It is therefore concluded that the Transaction does not raise serious doubts as  to
      its compatibility with the internal market with regard to the market for TPE either on a national or EEA-wide basis.

3 Conglomerate effects

 465. The Guidelines on the assessment of non-horizontal  mergers  under  the  Council  Regulation  on  the  control  of  concentrations  between
      undertakings ("the Non-Horizontal Merger Guidelines")[244], state that the combination of products in related markets  may  confer  on  the
      merged entity the ability and incentive to leverage a strong market position from one market to another by means of tying  or  bundling  or
      other exclusionary practices. In assessing the likelihood of such a scenario, the Commission examines, first, whether the merged firm would
      have the ability to foreclose its rivals, second, whether it would have the economic incentive to do so and third,  whether  a  foreclosure
      strategy would have a significant detrimental effect on competition[245].

 466. In assessing the ability of the merged firm to foreclose its rivals, it must have a significant degree  of  market  power  in  one  of  the
      markets concerned[246]. In the present case, Baxter, though not Gambro, is active in the supply of PD equipment where it has a market share
      of [70-80]% at EEA-level. The Commission therefore examined whether the merged entity would be able to leverage its strong position  in  PD
      to the HD and/or CRRT on the one hand or between HD and CRRT on the other hand  by  means  of  tying  or  bundling  or  other  exclusionary
      practices.

1 The View of the Notifying Party

 467. The Notifying Party submits that Transaction will not confer on the new entity the ability or the incentive  to  leverage  Baxter’s  market
      position in PD into HD or CRRT. As regards the ability to foreclose, the Notifying Party argues that sourcing pattern in  the  EEA  exclude
      the possibility of commercial bundling or tying as customers generally source PD in different tenders to CRRT or HD products.  Occasionally
      tenders may include both PD and HD, however they are part of separate lots and suppliers have to compete for  each  of  them.  CRRT,  as  a
      therapy administered in intensive care units, is generally part of separate tenders.

 468. In addition, according to the Notifying Party, price  is  one  important  selection  criterion  among  other  criterion  such  as  quality,
      performance, and physicians’ preferences. Hospitals organise tenders in a manner that best suits their need, therefore they would  be  able
      to adapt the procurement process in a way to obtain the best possible offer. As to competitors, according to the Notifying Party, Fresenius
      has a similar product portfolio and would be able to respond to multi-product discounts offers that may be  proposed  by  the  new  entity.
      Lastly, the Notifying Party explains that both Baxter and Gambro could already have offered packages of PD and HD or CRRT but have not done
      so in the past[247].

2 Assessment

 469. The market investigation has indicated that the merged entity would not have the ability to  leverage  its  position  in  PD  in  order  to
      foreclose rivals in HD. In this respect, a clear majority of HD customers confirmed that if the  merged  entity  were  to  attempt  such  a
      strategy, they would be willing and able to switch to alternative suppliers of HD products.[248].[249]

 470. In a similar fashion, the market investigation has indicated that the merged entity would not have the ability to leverage its position  in
      PD in order to foreclose rivals in CRRT as the products in each category are typically purchased by different customers and  /  or  through
      distinct procurement processes.[250] This element would also militate against the merged entity's ability to leverage its position in HD to
      CRRT (or vice versa, notwithstanding the fact that the Transaction will not add to the merged entity's market position in CRRT in light  of
      the divestment of Baxter's CRRT business described below in Section V).

 471.  In addition, the tendering data submitted by the Notifying Party, showed when a customer buys PD, HD and CRRT that tenders  are  organised
      separately or at least the products are grouped in different lots. Therefore, this would  significantly  reduce  the  possibility  for  the
      merged entity to quote a price for products in one lot on the condition of obtaining a  contract  for  another  lot.  Customers  have  also
      confirmed the Notifying Party's argument that they would adapt their purchasing strategy in a way to avoid bundled offers.[251]

 472. Finally, the market investigation has confirmed that technical tying in the markets at issue can  be  excluded  as  PD,  HD  and  CRRT  are
      different products with limited therapeutic complementarity.[252]

3 Conclusion

 473. Taking into account the elements outlined above which clearly demonstrate the merged entity's limited ability to engage  in  a  foreclosure
      strategy, there is no need in the present case to assess whether it would  have  the  incentive  to  do  so  and  the  ultimate  effect  on
      competition. In conclusion, it is therefore unlikely that the Transaction will lead to conglomerate effects.

      PROPOSED REMEDIES

1 Initial Commitments submitted on 1 July 2013

 474. In order to address the serious doubts identified by the Commission in relation  to  the  CRRT  market  and  to  render  the  concentration
      compatible with the internal market, the Parties have modified the notified concentration by entering into the commitments annexed to  this
      Decision.

 475. The business to be divested ("Divestment Business") comprises Baxter's worldwide CRRT business. This business is not included in  a  single
      business subsidiary but spread over several entities within the Baxter group, which are also involved in other renal replacement therapies.
      The remedy package includes production assets, supply agreements, employees, intellectual property ("IP")  rights,  product  and  marketing
      authorizations, and customer contracts and records.

 476. In the initial set of commitments submitted on 1 July 2013, the Notifying Party committed itself to:

       – build a new CRRT fluid production line, based on its proprietary design, at either: (a) an existing […] CRRT fluid facility in […]  that
         would be divested (option 1); or (b) at an existing or new facility of the purchaser's choosing in Europe or elsewhere  (option  2);  or
         (c) at […] existing fluid factory either in […] or […] (option 3). During the transitional period  of  […]  that  could  potentially  be
         required for the new line to become fully operational, Baxter would supply the purchaser with CRRT fluids on a cost-plus basis;

       – transfer an irrevocable, perpetual, royalty free license of IP rights (including know-how) regarding CRRT […];

       – supply the film required for manufacturing Accusol fluid bags;

       – conclude an engineering support services agreement for ongoing  support  on  a  cost-plus  basis  of  the  Baxter-proprietary  ClearFlex
         production line operated by the Purchaser;

       – transfer approximately […]  employees  worldwide,  including  (a)  technical  support  and  maintenance  personnel,  (b)  R&D/regulatory
         personnel, and (c) marketing and sales staff.

       – transfer to the purchaser its current supply agreements with manufacturers of monitors, bloodlines, dialysers and catheters.

 477. The Commission market tested the proposed commitments. The feedback received from respondents to the market test as to the  suitability  of
      the remedy to remove the serious doubts identified by the Commission was broadly positive but a  number  of  respondents,  however,  raised
      certain issues relating to the proposed commitments.

 478. Firstly, a number of respondents indicated that the viability of the commitments depended strongly on the identity and  characteristics  of
      the purchaser of the Divestment Business[253]. The respondents underlined that expertise in the field, ability to innovate, as well  as  an
      efficient logistical organisation and a good, locally based sales network are important for the viability of the business.

 479. Second, some respondents voiced concerns regarding the impact of the location of  the  fluid  production  line  on  the  viability  or  the
      independence of the Divestment Business. In the case of option 1, a majority of  distributors  and  competitors  considered  that  a  fluid
      producer with production facilities located outside Europe would find it difficult to compete on the EEA market due to  the  high  cost  of
      transporting five-litre bags of fluid into the EEA.[254] Other drawbacks highlighted  by  respondents  included  the  need  for  additional
      registrations, increased delivery time and the disincentive for customers to switch to a non-EEA manufacturer in light of  the  high  value
      placed by customers on security of supply[255]. In the case of option 3, a majority of competitors stressed that the  physical  segregation
      of Baxter's on-going activities from the Purchaser's production line would be very difficult to effect and operate in  practice  and  would
      jeopardise the independence of the Divestment Business.[256]

 480. Third, a number of respondents expressed concern as to whether the personnel to be transferred were sufficient both in terms of number  and
      function[257].

 481. Finally, as regards the supply agreements for CRRT components not manufactured by Baxter, several respondents with experience in  the  CRRT
      field highlighted the risk to the viability of the Divestment Business posed by not having upfront the consent of  the  suppliers  to  have
      their agreement with Baxter transferred to the purchaser[258].

2 Final Commitments submitted on 12 July 2013

 482. In light of the issues raised by respondents to the Commission's market test, the  Notifying  Party  made  modifications  to  the  proposed
      commitments and submitted a revised version on 12 July 2013 (attached to this Decision).

 483. As noted above in paragraph 561, the Divestment Business is not a stand-alone legal entity. It is currently integrated into Baxter's  renal
      therapy products business which also comprises PD and HD activities where the Commission did not find serious doubts. As  a  consequence  a
      carve-out of the Divestment Business will need to be achieved prior to its sale to  a  suitable  purchaser.  In  addition,  the  Divestment
      Business is currently supplied by a number of third party manufacturers  with  which  the  purchaser  will  have  to  conclude  appropriate
      arrangements.

 484. In such carve-out operations, it is of utmost importance for the viability of the transferred business that it has access to all inputs and
      other resources necessary to carry out its operation in full independence. The Commission can only accept  commitments  which  require  the
      carve-out of a business if it can be certain that, when the business is transferred to the purchaser, the risks for the viability  and  the
      competitiveness caused by the carve-out will be reduced to a minimum. In such cases, only the proposal of an up-front buyer will enable the
      Commission to conclude with the requisite degree of certainty that the business will be effectively divested to a suitable purchaser[259].

 485. To this end, the commitments now include an up-front buyer clause and specific purchaser criteria. Under the  up-front  buyer  clause[260],
      the Notifying Party cannot close the proposed concentration with Gambro before it has completed the sale of the Divestment  Business  to  a
      suitable Purchaser. In particular, it is now specified that the purchaser must have experience in renal replacement  therapy  and  have  an
      existing local presence for sales, marketing and  technical  support  either  directly  or  indirectly  via  distributors  in  several  EEA
      countries.[261]

 486. Second, as regards the CRRT fluid production line, the revised commitments now only provide for an obligation of  the  Notifying  Party  to
      build the production line at an existing or a new facility of the purchaser's choosing in the EEA or Switzerland. This production line will
      mirror the capacity of that of the production line on which Accusol is produced by Baxter in […]. On this basis,  the  Divestment  Business
      will have sufficient CRRT fluid capacity to meet its demands. The Notifying Party also commits, at the option of the purchaser, to  procure
      and/or install all the additional infrastructure needed for the production process (such as mixing, sterilisation and packaging) unless the
      manufacturing location identified by that purchaser is already equipped with such infrastructure or is planned to  be  equipped  with  such
      infrastructure within a number of years. The Notifying Party commits to help  the  Purchaser  set  up  additional  infrastructure  (mixing,
      sterilization, and packaging) as needed. Therefore, the commitments now address the concerns regarding viability and independence raised by
      respondents to the market investigation in relation to the provision of CRRT fluid production assets.

 487. Third, as regards the number and function of employees transferred, the total staff to be transferred now amounts to […] employees  instead
      of […] as initially proposed and are distributed as follows between the different functions: […] sales and marketing, […] technical support
      and maintenance, […] R&D and […] regulatory employees. Another modification consists in including technical and  maintenance  employees  as
      part of the divested business. Baxter initially proposed as options to the purchaser's choice to transfer these employees (now included  in
      the divested package) or to provide technical support and maintenance services.

 488. Fourth, as regards the supply agreements between Baxter and third parties for CRRT components, the commitments now provide that the consent
      of the […] third party suppliers must have been procured by the Notifying Party by the date it proposes a purchaser to the Commission.[262]

 489. The Divestment Business according to the terms of the commitments submitted by the Notifying Party on 12 July 2013 now includes:

           a. the following main tangible assets:

           i. a Baxter-proprietary Renal ClearFlex production line for Accusol with a capacity mirroring that of the production  line  on  which
              Accusol is currently produced in […], to be set up in an existing  or  new  manufacturing  location  in  the  EEA  or  Switzerland
              identified by the purchaser.

          ii. all CRRT products, parts, supplies, materials and other inventories to the extent used or held for the Divestment Business as well
              as the monitors placed with any customers or other user of the monitors owned by Baxter.

           b. the following main intangible assets:

           i. the transfer of all IP rights that are held by Baxter and of certain copyrights, used exclusively with respect to the development,
              manufacture and/or sale of CRRT products worldwide, and know-how. Including, patents that Baxter holds or is  in  the  process  of
              obtaining, targeted specifically at CRRT;

          ii. irrevocable, perpetual, and royalty-free license for patents that were originally designed by Baxter for […], but  are  formulated
              broad enough so that they also cover Accusol […], for use in the CRRT field;

         iii. a copyright license related to its CRRT business;

          iv. production know-how for the manufacture of certain CRRT […] and know-how for the production of CRRT […];

           v. documentation relating to the […];

           c. relevant licenses, permits and authorizations;

           d. supply agreements with third parties for CRRT components not manufactured by Baxter;

           e. customer contracts, list and records regarding CRRT;

           f. Key personnel, as well as personnel currently working in the Divestment Business, including (i) technical support and  maintenance
              personnel, (ii) R&D/regulatory personnel, and (iii) marketing and  sales  staff.  At  the  option  of  the  Purchaser,  sufficient
              technical and operation personnel for the CRRT fluid production line (based on  Baxter’s  current  operations  in  […]).  The  R&D
              employees currently working in Baxter’s […], which form part of the Divestment Business, will be able to continue  to  work  there
              (albeit ring-fenced from Baxter’s R&D activities) for a transitional period of […]. The R&D employees  currently  working  in  […]
              which form part of the Divestment Business will also have access to the […] during this transitional period.

           g. A contract manufacturing agreement by which the Notifying Party would supply for Accusol and Monosol fluids  and  lactate  to  the
              Divestment Business for a transitional period;

        h. certain transitional services by the Notifying Party to the Divestment Business pursuant to a transition services agreement  as  well
           as arrangements for the supply of certain products and services, including: an arrangement for the supply of the  film  required  for
           the manufacture of Accusol bags and an arrangement for the supply of spare parts to the Divestment Business for the  CRRT  production
           line.

 490. In addition, the Notifying Party has entered into related commitments regarding the separation of the divested business from  the  retained
      businesses and the preservation of the viability, marketability and competitiveness of the Divestment Business, including: the  appointment
      of a monitoring trustee and if necessary, a divestiture trustee.

      ASSESSMENT OF THE PROPOSED REMEDIES

 491. Under Article 6(1)(b) of the Merger Regulation, when a concentration raises serious doubts that it may lead to a significant impediment  to
      effective competition, the Parties may undertake to modify the concentration so as to remove the serious doubts regarding its compatibility
      with the internal market.

 492. As set out in the Commission Notice on Remedies, the commitments have to eliminate  the  competition  concerns  entirely  and  have  to  be
      comprehensive and effective from all points of view and must be capable of being implemented effectively within a short period of  time  as
      the conditions of competition on the market will not be maintained until the commitments have been fulfilled. In assessing whether  or  not
      the remedy will restore effective competition, the Commission considers the type, scale and scope of  the  remedies  by  reference  to  the
      structure and the particular characteristics of the market in which the competition concerns arise.

 493. Divestiture commitments are the best way to eliminate competition concerns resulting from horizontal overlaps. The divested activities must
      consist of a viable business that, if operated by a suitable purchaser, can compete effectively with the merged entity on a  lasting  basis
      and that is divested as a going concern. Although normally the divestiture of an existing  viable  standalone  business  is  required,  the
      Commission taking into account the principle of proportionality, may also consider the divestiture of businesses which have existing strong
      links or are partially integrated with businesses retained by the parties and therefore need to be 'carved out' in those respects. However,
      the Commission is only able to accept such commitments if it can be certain that, at least at the time when the business is transferred  to
      the purchaser, a viable business on a standalone basis will be divested and the risks for the viability and competitiveness caused  by  the
      carve-out will thereby be reduced to a minimum.

 494. The business must include all the assets which contribute to its current operation or which are  necessary  to  ensure  its  viability  and
      competitiveness and  all  personnel  which  are  currently  employed  or  which  are  necessary  to  ensure  the  business'  viability  and
      competitiveness. Personnel and assets which are currently shared between the business to be divested and other businesses of  the  parties,
      but which contribute to the operation of the business or which are necessary to ensure its viability  and  competitiveness,  must  also  be
      included. Otherwise, the viability and competitiveness of the business to be divested would be endangered. Therefore, the divested business
      must contain the personnel providing essential functions for the business such as, for instance, group R&D staff — at least in a sufficient
      proportion to meet the on-going needs of the divested business.

 495. The Commission considers that the remedies submitted by the parties on 12 July 2013 are sufficient to remove the serious  doubts  regarding
      the compatibility of the Transaction with the internal market. In particular, the Commission considers that the  scope  of  the  Divestment
      Business, which will completely remove the overlap in CRRT resulting from the concentration, is such as to provide the purchaser  with  all
      the necessary resources to successfully run the CRRT business and effectively compete in the  CRRT  market.  The  setting  up  of  a  fluid
      production line at a facility of the purchaser's choice in the EEA or Switzerland and the IP rights included in the divestment will  enable
      the purchaser to takeover Baxter's current position in CRRT fluid production. The transitional contract manufacturing of  CRRT  fluids  and
      the technical assistance which will cover the interim period will enable the purchaser to be able to be present in the  market  as  of  the
      date of transfer of the Divestment Business. In addition, the number and qualifications of the employees to be  transferred  appear  to  be
      sufficient for running the CRRT business.

 496. The viability and competitiveness of the Divestment Business is further provided  for  by  the  upfront  transfer  of  third  party  supply
      contracts to the purchaser. Furthermore, the specific criteria for suitability of the purchaser and the requirement for an upfront buyer in
      this case further reduce risks to the viability of the divestment business in this carve-out remedy.

 497. In light of the above, the Commission concludes that the commitments dated 12 July 2013 entered into by the Notifying  regarding  the  CRRT
      market are sufficient to remove the serious doubts as to the compatibility of the transaction with the internal market in relation  to  the
      CRRT market.

      CONDITIONS AND OBLIGATIONS

 498. Under the first sentence of the second subparagraph of Article 6(2) of the Merger Regulation, the Commission may  attach  to  its  decision
      conditions and obligations intended to ensure that the undertakings concerned comply with the commitments they have entered into  vis-à-vis
      the Commission with a view to rendering the concentration compatible with the internal market.

 499. The fulfilment of the measure that gives rise to the structural change of the market is a condition, whereas the implementing  steps  which
      are necessary to achieve this result are generally obligations on the parties.  Where  a  condition  is  not  fulfilled,  the  Commission’s
      decision declaring the concentration compatible with the internal market no longer stands. Where the undertakings concerned commit a breach
      of an obligation, the Commission may revoke the clearance decision in accordance with the Merger Regulation. The undertakings concerned may
      also be subject to fines and periodic penalty payments under Articles 14(2) and 15(1) of the Merger Regulation.

 500. In accordance with the basic distinction between conditions and obligations described above, the decision in this case  is  conditioned  on
      the full compliance with the requirements set out in Section B of the commitments submitted by the Notifying Party on 12  July  2013  which
      constitute conditions, whereas the other sections of the commitments constitute obligations on the Notifying Party.

 501. The full text of the commitments is annexed to this decision and forms an integral part thereof.

      CONCLUSION

 502. For the above reasons, the Commission has decided not to oppose the notified operation as modified by the commitments  and  to  declare  it
      compatible with the internal market and with the functioning of the EEA Agreement. This decision  is  adopted  in  application  of  Article
      6(1)(b) in conjunction with Article 6(2) of the Merger Regulation.

For the Commission
(signed)
Joaquín ALMUNIA
Vice-President

BY HAND AND BY E-MAIL
European Commission
DG Competition
Merger Registry
Place Madou / Madouplein 1
1210 Saint-Josse-ten-Noode / Sint-Joost-ten-Node
Belgique / België

                                                   Case M.6851 – Baxter International / Gambro

                                                  AMENDED COMMITMENTS TO THE EUROPEAN COMMISSION

Pursuant to Article 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger Regulation”), Baxter International Inc. (“Baxter”) hereby  provides
the following Commitments (the “Commitments”) in order to enable the European Commission (the “Commission”) to declare the acquisition of  Gambro
AB by Baxter compatible with the internal market and the EEA Agreement by its decision pursuant to Article 6(1)(b) of the Merger Regulation  (the
“Decision”).

The Commitments shall take effect upon the date of adoption of the Decision.

This text shall be interpreted in the light of the Decision to the extent that the Commitments are attached as  conditions  and  obligations,  in
the general framework of Union law, in particular in the light of the Merger Regulation, and by reference to the Commission  Notice  on  remedies
acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004.

Section A.  Definitions

For the purpose of the Commitments, the following terms shall have the following meaning:

Affiliated Undertakings: undertakings controlled by Baxter, whereby the notion of control shall be interpreted  pursuant  to  Article  3  of  the
Merger Regulation and in the light of the Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004.

Baxter: Baxter International Inc. incorporated under the laws of the State of Delaware, with registered office at One Baxter Parkway,  Deerfield,
Illinois 60015, U.S.A.

Closing: the transfer of the legal title of the Divestment Business to the Purchaser.

Divestment Business: Baxter’s CRRT business as defined in Section B and the Schedule that Baxter commits to divest.

Divestiture Trustee: one or more natural or legal person(s), independent from the Parties, who is approved by the  Commission  and  appointed  by
Baxter and who has received from Baxter the exclusive Trustee Mandate to sell the Divestment Business to a Purchaser at no minimum price.

Effective Date: the date of adoption of the Decision.

First Divestiture Period: the period of [...] from the Effective Date.

Hold Separate Manager: the person appointed by Baxter for the Divestment Business to manage the day-to-day business under the supervision of  the
Monitoring Trustee.

Key Personnel: all personnel necessary to maintain the viability and competitiveness of the Divestment Business, as listed in Annex 1.

Monitoring Trustee: one or more natural or legal person(s), independent from the Parties, who is approved by  the  Commission  and  appointed  by
Baxter, and who has the duty to monitor Baxter’s compliance with the conditions and obligations attached to the Decision.

Parties: Baxter and Gambro AB.

Personnel: all personnel currently employed in the Divestment Business listed in the Schedule, including Key Personnel.

Purchaser: the entity approved by the Commission as acquirer of the Divestment Business in accordance with the criteria set out in Section D.

Trustee(s): the Monitoring Trustee and the Divestiture Trustee.

Trustee Divestiture Period: the period of [...] from the end of the First Divestiture Period.

Section B.  The Divestment Business

      Commitment to divest

1.    In order to restore effective competition, Baxter commits to divest, or procure the divestiture of the Divestment Business by  the  end  of
   the Trustee Divestiture Period as a going concern to a purchaser and on terms of sale approved  by  the  Commission  in  accordance  with  the
   procedure described in paragraph 15.  To carry out the divestiture, Baxter commits to find a purchaser and to enter into a final binding  sale
   and purchase agreement for the sale of the Divestment Business within the First Divestiture Period.  If Baxter has not entered  into  such  an
   agreement at the end of the First Divestiture Period, Baxter shall grant the Divestiture Trustee an exclusive mandate to sell  the  Divestment
   Business in accordance with the procedure described in paragraph 24 in the Trustee Divestiture Period.  The proposed concentration  shall  not
   be implemented unless and until Baxter or the Divestiture Trustee has entered into a final binding sale and purchase agreement for the sale of
   the Divestment Business and the Commission has approved the purchaser and the terms of sale in accordance with paragraph 15.

2.    Baxter shall be deemed to have complied with this commitment if, by the end of the Trustee Divestiture Period, Baxter has  entered  into  a
   final binding sale and purchase agreement, if the Commission approves the Purchaser and the terms in accordance with the  procedure  described
   in paragraph 15 and if the Closing of the sale of the Divestment Business takes place within  a  period  not  exceeding  3  months  after  the
   approval of the Purchaser and the terms of sale by the Commission.

3.    In order to maintain the structural effect of the Commitments, Baxter shall, for a period  of  10  years  after  the  Effective  Date,  not
   acquire direct or indirect influence over the whole or part of the Divestment Business, unless the Commission has previously  found  that  the
   structure of the market has changed to such an extent that the absence of influence over the Divestment Business is  no  longer  necessary  to
   render the proposed concentration compatible with the internal market.

      Structure and definition of the Divestment Business

4.    The Divestment Business consists of Baxter’s worldwide CRRT business as further defined in the Schedule.  The present legal and  functional
   structure of the Divestment Business as operated to date is described in Annex 2.  The Divestment Business, described in more  detail  in  the
   Schedule, includes

       (a)  all tangible assets, including placed CRRT monitors owned by Baxter identified in Annex 3, which contribute to the current  operation
           or are necessary to ensure the viability  and  competitiveness  of  the  Divestment  Business,  and  a  Baxter-proprietary  ClearFlex
           production line for Accusol to be set up in an existing or new manufacturing location in the EEA or  Switzerland  identified  by  the
           Purchaser;

       (b)  all intangible assets (including intellectual property rights, notably trademarks, patents, licensed  patents,  licensed  copyrights,
           and licensed know-how), which contribute to the current operation or are necessary to ensure the viability and competitiveness of the
           Divestment Business;

       (c)  all licenses, permits and authorizations issued by any  governmental  organization  for  the  benefit  of  the  Divestment  Business,
           including CE marks and medicinal product authorizations;

       (d)  all contracts (including supply agreements with Nikkiso and other contract manufacturers, distribution agreements and agreements with
           customers), commitments and customer orders of the Divestment Business; all customer, credit and  other  records  of  the  Divestment
           Business (items referred to under (a)-(d) hereinafter collectively referred to as “Assets”);

       (e)  the Personnel; and

       (f)  transitional contract manufacturing of CRRT fluids and technical assistance for a period of up to [...] after Closing and on a  cost-
           plus basis,[263] as detailed in the Schedule, unless otherwise agreed with the Purchaser.  The contract manufacturing can be extended
           for a further period of [...] at the request of the Purchaser based on a  report  of  the  Monitoring  Trustee.   Baxter  is  further
           prepared to supply film for the manufacture of Accusol bags as well as spare parts for the ClearFlex Production line.

Section C.  Related commitments

      Preservation of Viability, Marketability and Competitiveness

5.    From the Effective Date until Closing, Baxter shall preserve the economic viability, marketability and competitiveness  of  the  Divestment
   Business, in accordance with good business practice, and shall minimise as far as possible any risk of loss of competitive  potential  of  the
   Divestment Business.  In particular Baxter undertakes:

       (a)  not to carry out any act upon its own  authority  that  might  have  a  significant  adverse  impact  on  the  value,  management  or
           competitiveness of the Divestment Business or that might alter the nature and scope of activity,  or  the  industrial  or  commercial
           strategy or the investment policy of the Divestment Business;

       (b)  to make available sufficient resources for the development of the Divestment Business, on the basis and continuation of the  existing
           business plans;

       (c)  to take all reasonable steps, including appropriate incentive schemes (based on industry practice), to encourage all Key Personnel to
           remain with the Divestment Business.

      Hold-separate obligations of Parties

6.    Baxter commits, from the Effective Date until Closing, to keep the Divestment Business separate from the businesses it is retaining and  to
   ensure that Key Personnel of the Divestment Business – including the Hold Separate Manager – have no involvement in any business retained  and
   vice versa.  Baxter shall also ensure that the Personnel do not report to any individual outside the Divestment Business.

7.    Until Closing, Baxter shall assist the Monitoring Trustee in ensuring that the Divestment Business is managed as a  distinct  and  saleable
   entity separate from the businesses retained by Baxter.  Baxter shall appoint a Hold  Separate  Manager  who  shall  be  responsible  for  the
   management of the Divestment Business, under the supervision of the Monitoring Trustee.  The Hold Separate Manager shall manage the Divestment
   Business independently and in the best interest of the business with a view to ensuring its continued economic  viability,  marketability  and
   competitiveness and its independence from the businesses retained by the Parties.

8.    [Intentionally left blank.]

      Ring-fencing

9.    Baxter shall implement all necessary measures to ensure that it does not after the Effective Date obtain any  business  secrets,  know-how,
   commercial information, or any other information of a confidential or proprietary nature relating to the Divestment Business.  In  particular,
   the participation of the Divestment Business in a central information technology network shall be severed  to  the  extent  possible,  without
   compromising the viability of the Divestment Business.  Baxter may obtain information relating to the Divestment Business which is  reasonably
   necessary for the divestiture of the Divestment Business or whose disclosure to Baxter is required by law.

      Non-solicitation clause

10. Baxter undertakes, subject to customary limitations, not to solicit, and to procure that Affiliated Undertakings  do  not  solicit,  the  Key
   Personnel transferred with the Divestment Business for a period of [...] after Closing.

      Due Diligence

11. In order to enable potential purchasers to carry out a reasonable due  diligence  of  the  Divestment  Business,  Baxter  shall,  subject  to
   customary confidentiality assurances and dependent on the stage of the divestiture process:

       (a)  provide to potential purchasers sufficient information as regards the Divestment Business;

       (b)  provide to potential purchasers sufficient information relating to the Personnel and allow them reasonable access to the Personnel.

      Reporting

12.   Baxter shall submit written reports in English on potential purchasers of the Divestment Business  and  developments  in  the  negotiations
   with such potential purchasers to the Commission and the Monitoring Trustee no later than 10 days after the end of every month  following  the
   Effective Date (or otherwise at the Commission’s request).

13.   Baxter shall inform the Commission and the Monitoring Trustee on the preparation of the data  room  documentation  and  the  due  diligence
   procedure and shall submit a copy of an information memorandum to the Commission and the Monitoring Trustee before sending the memorandum  out
   to potential purchasers.

Section D.  The Purchaser

14.   In order to ensure the immediate restoration of effective competition, the Purchaser, in order to be approved by the Commission, must:

       (a)  be independent of and unconnected to the Parties;

       (b)  have the financial resources, proven expertise and incentive to maintain and develop the Divestment Business as a viable  and  active
           competitive force in competition with the Parties and other competitors;

       (c)  be an industry Purchaser (as opposed to a financial investor) and have experience in renal replacement therapy;

       (d)  have an existing local presence for sales, marketing and technical support,  either  directly  or  indirectly  via  distributors,  in
           several EEA countries of concern[264];

       (e)  neither be likely to create, in the light of the information available to the Commission, prima facie competition concerns  nor  give
           rise to a risk that the implementation of the Commitments will be delayed, and must, in particular, reasonably be expected to  obtain
           all necessary approvals from the relevant regulatory authorities for the acquisition of the Divestment Business (the before-mentioned
           criteria for the Purchaser hereafter the “Purchaser Requirements”).

15.   The final binding sale and purchase agreement shall be conditional on the Commission’s approval.  When  Baxter  has  reached  an  agreement
   with a purchaser, it shall submit a fully documented and reasoned proposal, including a copy of the final agreement(s), to the Commission  and
   the Monitoring Trustee.  Baxter must be able to demonstrate to the Commission (i) that the purchaser meets the  Purchaser  Requirements,  (ii)
   that the Divestment Business is being sold in a manner consistent with the Commitments, and (iii) that the [...] parties with which Baxter has
   supply agreements to be transferred to the Purchaser ([...][265]) have given their consent to the transfer.  For the approval, the  Commission
   shall verify that the purchaser fulfils the Purchaser Requirements and that the Divestment Business is being sold in a manner consistent  with
   the Commitments.  The Commission may approve the sale of the Divestment Business without one or more Assets or parts of the Personnel, if this
   does not affect the viability and competitiveness of the Divestment Business after the sale, taking account of the proposed purchaser.

15A.  The Commission may consider a request from Baxter under paragraph 34(i) during the First Divestiture Period where  Baxter  has  reached  an
   agreement with a purchaser but one or more of the third parties with which Baxter has supply agreements, as specified in paragraph 2(d) of the
   Schedule, has yet to give its consent to the transfer of the agreement to the purchaser.  In such a case, Baxter shall  demonstrate  that  any
   outstanding third party consents are likely to be secured within the extended time period.  Such request from Baxter must be accompanied by  a
   report of the Monitoring Trustee.  If Baxter demonstrates that the third party (or third parties as the case may be) in question have  refused
   to give its consent (or their consent as the case may be), the Commission may consider accepting a request from Baxter  that  Baxter  procures
   instead a supply agreement (or agreements as the case may be) so as to meet the demands of the Divestment Business for the  said  product  (or
   products as the case may be) with another supplier (or suppliers as the case may be) acceptable to the Purchaser  and  on  similar  terms  and
   conditions to those on which the Divestment Business is currently supplied for the same product, in line with good industry practice and in  a
   manner which does not affect the viability and competitiveness of the Divestment Business after Closing.  Such request  from  Baxter  must  be
   accompanied by a report of the Monitoring Trustee.

Section E.  Trustee

   I. Appointment Procedure

16.   Baxter shall appoint a Monitoring Trustee to carry out the functions specified in the Commitments for a Monitoring Trustee.  If Baxter  has
   not entered into a binding sales and purchase agreement one month before the end of the First Divestiture Period  or  if  the  Commission  has
   rejected a purchaser proposed by Baxter at that time or thereafter, Baxter shall appoint a Divestiture Trustee  to  carry  out  the  functions
   specified in the Commitments for a Divestiture Trustee.  The appointment of the Divestiture Trustee shall take effect upon the commencement of
   the Extended Divestment Period.

17.   The Trustee shall be independent of the Parties, possess the necessary  qualifications  to  carry  out  its  mandate,  for  example  as  an
   investment bank or consultant or auditor, and shall neither have nor become  exposed  to  a  conflict  of  interest.   The  Trustee  shall  be
   remunerated by Baxter in a way that does not impede the independent and effective fulfillment  of  its  mandate.   In  particular,  where  the
   remuneration package of a Divestiture Trustee includes a success premium linked to the final sale value of the Divestment  Business,  the  fee
   shall also be linked to a divestiture within the Trustee Divestiture Period.

        Proposal by Baxter

18.   No later than one week after the Effective Date, Baxter shall submit a list of one or more persons whom Baxter proposes to appoint  as  the
   Monitoring Trustee to the Commission for approval.  No later than one month before the end of  the  First  Divestiture  Period,  Baxter  shall
   submit a list of one or more persons whom Baxter proposes to appoint as Divestiture Trustee to the  Commission  for  approval.   The  proposal
   shall contain sufficient information for the Commission to verify that the proposed Trustee fulfils the requirements set out in  paragraph  17
   and shall include:

       (a)  the full terms of the proposed mandate, which shall include all provisions necessary to enable the Trustee to fulfil its duties under
           these Commitments;

       (b)  the outline of a work plan which describes how the Trustee intends to carry out its assigned tasks;

       (c)  an indication whether the proposed Trustee is to act as both Monitoring Trustee and Divestiture Trustee or whether different trustees
           are proposed for the two functions.

        Approval or rejection by the Commission

19.   The Commission shall have the discretion to approve or reject the proposed Trustee(s) and to approve the proposed mandate  subject  to  any
   modifications it deems necessary for the Trustee to fulfill its obligations.  If only one name is approved, Baxter shall appoint or  cause  to
   be appointed, the individual or institution concerned as Trustee, in accordance with the mandate approved by the Commission.  If more than one
   name is approved, Baxter shall be free to choose the Trustee to be appointed from among the names approved.  The Trustee  shall  be  appointed
   within one week of the Commission’s approval, in accordance with the mandate approved by the Commission.

        New proposal by Baxter

20.   If all the proposed Trustees are rejected by the  Commission,  Baxter  shall  submit  the  names  of  at  least  two  more  individuals  or
   institutions within one week of being informed of the rejection, in accordance with the requirements and the procedure set out  in  paragraphs
   16 and 19.

        Trustee nominated by the Commission

21.   If all further proposed Trustees are rejected by the Commission, the Commission shall nominate a Trustee, whom  Baxter  shall  appoint,  or
   cause to be appointed, in accordance with a trustee mandate approved by the Commission.

   II.      Functions of the Trustee

22.   The Trustee shall assume its specified duties in order to ensure  compliance  with  the  Commitments.   The  Commission  may,  on  its  own
   initiative or at the request of the Trustee or Baxter, give any orders or instructions to the Trustee in order to ensure compliance  with  the
   conditions and obligations attached to the Decision.

        Duties and obligations of the Monitoring Trustee

23.   The Monitoring Trustee shall:

   (i)      propose in its first report to the Commission a detailed work  plan  describing  how  it  intends  to  monitor  compliance  with  the
       obligations and conditions attached to the Decision.

   (ii)     oversee the on-going management of the Divestment Business with a view to ensuring its continued  economic  viability,  marketability
       and competitiveness and monitor compliance by Baxter with the conditions and obligations attached  to  the  Decision.   To  that  end  the
       Monitoring Trustee shall:

       (a)  monitor the preservation of the economic viability, marketability and competitiveness of the Divestment  Business,  and  the  keeping
           separate of the Divestment Business from the business retained by the  Parties,  in  accordance  with  paragraphs  5  and  6  of  the
           Commitments;

       (b)  supervise the management of the Divestment Business as a distinct and  saleable  entity,  in  accordance  with  paragraph  7  of  the
           Commitments;

       (c)  (i) in consultation with Baxter, determine all necessary measures to ensure that Baxter does not after the Effective Date obtain  any
           business secrets, know-how, commercial information, or any other information of a confidential or proprietary nature relating to  the
           Divestment Business, in particular strive for the severing of  the  Divestment  Business’  participation  in  a  central  information
           technology network to the extent possible, without compromising the viability of the Divestment Business,  and  (ii)  decide  whether
           such information may be disclosed to Baxter as the disclosure is reasonably necessary to allow Baxter to carry out the divestiture or
           as the disclosure is required by law;

       (d)  monitor the splitting of assets  and  the  allocation  of  Personnel  between  the  Divestment  Business  and  Baxter  or  Affiliated
           Undertakings;

       (e)  monitor the appropriateness of supply agreements between Baxter and the Purchaser and their terms;

       (f)  mediate any disagreements between Baxter and the Purchaser relating to the execution of the Commitments if mediation is agreed to  by
           the Purchaser; and submit a report to the Commission on such issues and on the outcome of the mediation to the Commission;

   (iii)    assume the other functions assigned to the Monitoring Trustee under the conditions and obligations attached to the Decision;

   (iv)     propose to Baxter such measures as the Monitoring Trustee considers necessary to ensure Baxter’s compliance with the  conditions  and
       obligations attached to the Decision, in particular the maintenance of the full economic viability, marketability  or  competitiveness  of
       the Divestment Business, the holding separate of the Divestment Business and the non-disclosure of competitively sensitive information;

   (v)      review and assess potential purchasers as well as the progress of the divestiture process and verify that, dependent on the stage  of
       the divestiture process, (a) potential purchasers receive sufficient information relating to the Divestment Business and the Personnel  in
       particular by reviewing, if available, the data room documentation, the information memorandum and the  due  diligence  process,  and  (b)
       potential purchasers are granted reasonable access to the Personnel;

   (vi)     provide to the Commission, sending Baxter a non-confidential copy at the same time, a written report within 15 days after the end  of
       every month.  The report shall cover the operation and management of the Divestment Business so that the Commission can assess whether the
       business is held in a manner consistent with the Commitments and the progress of the divestiture process as well as potential  purchasers.
       In addition to these reports, the Monitoring Trustee shall promptly report in writing to the Commission, sending Baxter a non-confidential
       copy at the same time, if it concludes on reasonable grounds that Baxter is failing to comply with these Commitments;

   (vii)    within one week after receipt of the documented proposal referred to in paragraph 15, submit to the Commission a reasoned opinion  as
       to the suitability and independence of the proposed purchaser and the viability of the Divestment  Business  after  the  Sale  and  as  to
       whether the Divestment Business is sold in a manner  consistent  with  the  conditions  and  obligations  attached  to  the  Decision,  in
       particular, if relevant, whether the Sale of the Divestment Business without one or more Assets or not all of the  Personnel  affects  the
       viability of the Divestment Business after the sale, taking account of the proposed purchaser.

        Duties and obligations of the Divestiture Trustee

24.   Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no minimum price  the  Divestment  Business  to  a  purchaser,
   provided that the Commission has approved both the purchaser and the final  binding  sale  and  purchase  agreement  in  accordance  with  the
   procedure laid down in paragraph 15.  The Divestiture Trustee shall include in the sale and purchase agreement such terms and conditions as it
   considers appropriate for an expedient sale in the Trustee Divestiture Period.  In particular, the Divestiture Trustee may include in the sale
   and purchase agreement such customary representations and warranties and indemnities as are reasonably  required  to  effect  the  sale.   The
   Divestiture Trustee shall protect the legitimate financial interests of Baxter, subject to Baxter’s unconditional obligation to divest  at  no
   minimum price in the Trustee Divestiture Period.

25.   In the Trustee Divestiture Period (or otherwise at the Commission’s request), the Divestiture Trustee shall provide the Commission  with  a
   comprehensive monthly report written in English on the progress of the divestiture process.  Such reports shall be submitted  within  15  days
   after the end of every month with a simultaneous copy to the Monitoring Trustee and a non-confidential copy to Baxter.

   III.     Duties and obligations of Baxter

26.   Baxter shall provide and shall cause its advisors to provide the Trustee with all such  cooperation,  assistance  and  information  as  the
   Trustee may reasonably require to perform its tasks.  The Trustee shall have full and complete access to any of  Baxter’s  or  the  Divestment
   Business’ books, records, documents, management or other personnel, facilities, sites and technical information necessary for  fulfilling  its
   duties under the Commitments and Baxter and the Divestment Business shall provide the Trustee  upon  request  with  copies  of  any  document.
   Baxter and the Divestment Business shall make available to the Trustee one or more offices on  their  premises  and  shall  be  available  for
   meetings in order to provide the Trustee with all information necessary for the performance of its tasks.

27.   Baxter shall provide the Monitoring Trustee with all managerial and administrative support that it may reasonably request on behalf of  the
   management of the Divestment Business.  This shall include all administrative support functions relating to the Divestment Business which  are
   currently carried out at headquarters level.  Baxter shall provide and shall cause its advisors to provide the Monitoring Trustee, on request,
   with the information submitted to potential purchasers, in particular give the Monitoring Trustee access to the data  room  documentation  and
   all other information granted to potential purchasers in the due diligence procedure.  Baxter shall inform the Monitoring Trustee on  possible
   purchasers, submit a list of potential purchasers, and keep the Monitoring Trustee informed of all developments in the divestiture process.

28.   Baxter shall grant or procure Affiliated Undertakings to grant comprehensive powers of attorney, duly executed, to the Divestiture  Trustee
   to effect the sale, the Closing and all actions and declarations which the Divestiture Trustee considers necessary or appropriate  to  achieve
   the sale and the Closing, including the appointment of advisors to assist with the sale process.  Upon request  of  the  Divestiture  Trustee,
   Baxter shall cause the documents required for effecting the sale and the Closing to be duly executed.

29.   Baxter shall indemnify the Trustee and its employees and agents (each an “Indemnified Party”) and  hold  each  Indemnified  Party  harmless
   against, and hereby agrees that an Indemnified Party shall have no liability to Baxter for any liabilities arising out of the  performance  of
   the Trustee’s duties under the Commitments, except to the extent that such liabilities result from the willful  default,  recklessness,  gross
   negligence or bad faith of the Trustee, its employees, agents or advisors.

30.   At the expense of Baxter, the Trustee may appoint advisors (in particular for corporate finance  or  legal  advice),  subject  to  Baxter’s
   approval (this approval not to be unreasonably withheld or delayed) if the Trustee considers the appointment of  such  advisors  necessary  or
   appropriate for the performance of its duties and obligations under the Mandate, provided that any fees and other  expenses  incurred  by  the
   Trustee are reasonable.  Should Baxter refuse to approve the advisors proposed by the Trustee the Commission may approve  the  appointment  of
   such advisors instead, after having heard Baxter.  Only the Trustee shall be entitled to issue instructions to  the  advisors.   Paragraph  29
   shall apply mutatis mutandis.  In the Trustee Divestiture Period, the Divestiture Trustee may  use  advisors  who  served  Baxter  during  the
   Divestiture Period if the Divestiture Trustee considers this in the best interest of an expedient sale.

   IV.      Replacement, discharge and reappointment of the Trustee

31.   If the Trustee ceases to perform its functions under the Commitments or for any other good cause, including the exposure of the Trustee  to
   a conflict of interest:

       (a)  the Commission may, after hearing the Trustee, require Baxter to replace the Trustee; or

       (b)  Baxter, with the prior approval of the Commission, may replace the Trustee.

32.   If the Trustee is removed according to paragraph 31, the Trustee may be required to continue in its function until  a  new  Trustee  is  in
   place to whom the Trustee has effected a full hand over of all relevant information.  The new Trustee shall be appointed  in  accordance  with
   the procedure referred to in paragraphs 16-21.

33.   Beside the removal according to paragraph 31, the Trustee shall cease to act as Trustee only after the Commission has  discharged  it  from
   its duties after all the Commitments with which the Trustee has been entrusted have been implemented.  However, the Commission may at any time
   require the reappointment of the Monitoring Trustee if it subsequently appears that the relevant  remedies  might  not  have  been  fully  and
   properly implemented.

Section F.  The Review Clause

34.   The Commission may, where appropriate, in response to a request from Baxter showing good  cause  and  accompanied  by  a  report  from  the
   Monitoring Trustee:

   (i)      Grant an extension of the time periods foreseen in the Commitments, or

   (ii)     Waive, modify or substitute, in exceptional circumstances, one or more of the undertakings in these Commitments.

   Where Baxter seeks an extension of a time period, it shall submit a request to the Commission no later than one month  before  the  expiry  of
   that period, showing good cause.  Only in exceptional circumstances shall Baxter be entitled to request an extension within the last month  of
   any period.

   ……………………………………
   duly authorized for and on behalf of

   Baxter International Inc.

                                                                                                                                         SCHEDULE

1.    The Divestment Business as operated to date has the following legal and functional structure:  The Divestment  Business  is  integrated  in
      various local Baxter affiliates as set out in Annex 2.

2.    Following paragraph 4 of these Commitments, the Divestment Business includes:

      (a)   the following main tangible assets:

              • a Baxter-proprietary Renal ClearFlex production line for Accusol with a capacity mirroring that of the production line  on  which
                Accusol is currently produced in [...], to be set up in an existing or new manufacturing  location  in  the  EEA  or  Switzerland
                identified by the Purchaser.  Baxter would help the Purchaser set up additional infrastructure as needed (mixing,  sterilization,
                packaging).

                The Baxter-proprietary Renal ClearFlex production line for Accusol is a form-fill-seal production unit with  integrated  pouching
                equipment, which produces the Accusol product in its final format.  This production line produces [...], and its annual  capacity
                is approximately [...], which would correspond to [...].

                At the option of the Purchaser, Baxter commits to procure and/or  install  all  the  additional  infrastructure  needed  for  the
                production process (such as mixing, sterilization and packaging) unless the manufacturing location identified by the Purchaser is
                already equipped with such infrastructure or is planned to be equipped with such infrastructure within the next [...];

              • all CRRT products, parts, supplies, materials and other inventories to the extent used or held for  the  Divestment  Business  as
                well as the monitors placed with any customers or other user of the monitors owned by Baxter as illustrated in Annex 3.

      (b)   the following main intangible assets: all IP rights that are held by Baxter and, except in the case of the patents referred to in the
           third bullet below and of certain copyrights, used exclusively with respect to the  development,  manufacture  and/or  sale  of  CRRT
           products worldwide, and know-how, including:

              • the trademarks [...];

              • patents that Baxter acquired [...], and patents that Baxter holds or is in the process of  obtaining,  targeted  specifically  at
                CRRT, described in more detail in Annex 4;

              • an irrevocable, perpetual, and royalty-free license for patents that were originally  designed  by  Baxter  for  [...],  but  are
                formulated broad enough so that they also cover Accusol [...], for use in the CRRT field as described in more detail in Annex 5;

              • a copyright license related to its CRRT business, covering, inter alia, information booklets and website content;

              • production know-how for the manufacture of […] as well as know-how associated with obtaining the relevant  production  approvals.
                The relevant know-how is embodied in design history files,  technical  files,  drawings,  product  specifications,  manufacturing
                process descriptions, validation documentation, packaging specifications, and quality control standards.   The  know-how  license
                will be limited to the CRRT field;

              • know-how for the production of CRRT […].  The know-how license for the production granted by  Baxter  in  this  context  will  be
                limited to the CRRT field;

              • documentation relating to the [...];

      (c)   the following main licenses, permits and authorizations:

              • transfer of, or if not legally possible, access to, as appropriate, all current and pending CE marks relating to  the  Divestment
                Business held by Baxter as described in Annex 6, including all relevant dossiers relating to the  current  or  pending  CE  marks
                relating to the Divestment Business available to Baxter, and where necessary, reasonable assistance to the Purchaser to make  any
                necessary regulatory filings and obtain necessary authorizations;

              • transfer of, or, if not legally possible, access to, as appropriate, all licenses, permits,  and  authorizations  issued  by  any
                governmental organization and held by Baxter that are necessary  to  manufacture  and/or  sell  the  products  belonging  to  the
                Divestment Business, including any relevant dossiers relating to current or pending authorizations available to Baxter and, where
                necessary, reasonable assistance related to the  transfer  to  the  Purchaser  of  such  licenses,  permits,  and  authorizations
                concerning the Divestment Business, and providing reasonable assistance to the Purchaser to make any necessary regulatory filings
                and obtain any necessary authorizations;

      (d)   the following main contracts, agreements, leases, commitments and understandings:

              • Baxter will use its best efforts to transfer the supply agreement with  Nikkiso  or  to  enable  the  Purchaser  to  conclude  an
                agreement with Nikkiso to purchase from Nikkiso the Aquarius monitor (and ancillary products (e.g., spare parts));

              • Baxter will use its best efforts to transfer the supply agreements or to enable the Purchaser to conclude agreements  with  [...]
                to purchase dialyzers, with [...] to purchase bloodlines and ancillary products (e.g., drainage bags, adaptors,  syringes  etc.),
                and with [...], to purchase catheters;

              • Baxter will use its best efforts to transfer distribution agreements or the CRRT part of such agreements to  the  Purchaser.   In
                the event that such arrangements cannot be made, Baxter is prepared to conclude back-to-back  distribution  agreements  with  the
                Purchaser to distribute products for the Purchaser on a reasonable cost-plus basis;[266]

      (e)   the following customer, credit and other records: Baxter’s existing contracts with  customers  worldwide  relating  to  the  products
           belonging to the Divestment Business with the consent of the customers, and Baxter’s CRRT customer list and customer records as  they
           relate to CRRT products.  In case a customer would not agree to a transfer, a back-to-back  arrangement  on  a  reasonable  cost-plus
           basis to be agreed with the Purchaser will have to be entered into under which the Purchaser supplies Baxter to fulfill its remaining
           obligations;[267]

      (f)   personnel  currently  working  in  the  Divestment  Business,  including  (i)  technical  support  and  maintenance  personnel,  (ii)
           R&D/regulatory personnel, and (iii) marketing and sales staff as listed in Annex 1.  As of July 9, 2013, these include  approximately
           [...] employees at global level, [...] employees at EMEA level, [...] employees in the Asian region, [...] employees in  the  EU  and
           Switzerland, [...] employee in Saudi Arabia, [...] employees in Australia/New Zealand and [...] employees in Latin America;

            at the option of the Purchaser, sufficient technical and operation personnel for the ClearFlex production  line  (based  on  Baxter’s
           current operations at [...]);

           The [...] R&D employees currently working in Baxter’s [...] will be able to continue to work there (albeit ring-fenced from  Baxter’s
           R&D activities) for a transitional period of [...].  The [...] R&D employees currently working in [...]  will  also  have  access  to
           [...] during this period.

      (g)   the following Key Personnel: as listed in Annex 1;

      (h)   the arrangements for the supply with the following products or services by Baxter  or  Affiliated  Undertakings  for  a  transitional
           period in order to maintain the economic viability and competitiveness of the Divestment Business:

              • Baxter is prepared to conclude a transitional contract manufacturing agreement for Accusol and Monosol fluids  and  lactate  with
                the Purchaser for a period of up to [...] after Closing on a reasonable cost-plus basis to be agreed with the Purchaser,  and  in
                accordance with good industry practice.[268]  The contract manufacturing can be extended for a further period  of  [...]  at  the
                request of the Purchaser based on a report of the Monitoring Trustee;

              • Baxter is prepared to provide certain transitional services to the Purchaser pursuant to a transition services agreement  against
                a reasonable compensation for a period of up to [...].  At the Purchaser’s option, such services would  cover  (i)  HR  functions
                (e.g., HR support, payroll, pensions administration); (ii) finance functions (e.g., banking, supplier payments, credit roll, VAT,
                treasury, tax, internal audit, and statutory accounting); (iii) IT (e.g., email, business management software,  helpdesk,  server
                hosting, telecoms etc.); (iv) sales and customer support functions (e.g., customer service support, order desk for  spare  parts,
                customer support services helpdesk, stock management etc.); and (v) other administrative functions (e.g.,  insurance,  legal  and
                export compliance, travel services etc.);

      (i)   an arrangement for the supply with the following products and services by Baxter or Affiliated Undertakings:

              • Baxter is prepared to conclude a supply agreement for the film required for the manufacture of Accusol bags on a reasonable cost-
                plus basis to be agreed with the Purchaser, and in accordance with good industry practice;[269]

              • Baxter is prepared to conclude a transitional engineering support and training services agreement  for  ongoing  support  of  the
                Baxter-proprietary ClearFlex production line operated by the Purchaser.  Baxter is prepared to provide such  engineering  support
                and training until such time as the Purchaser has established its own engineering support for the ClearFlex production line;

              • Baxter is prepared to supply spare parts to the Purchaser for the ClearFlex Production line;

              • Baxter will provide the transitional engineering support  and  training  services  and  supply  spare  parts  for  the  ClearFlex
                Production line at terms equivalent to those given by Baxter to its Affiliated Undertakings.

        (j)      Baxter is prepared to put in place firewalls between its sales and marketing personnel, on the one hand,  and  the  engineering
           support services and fluids and sheeting production, on the other.

3.    The Divestment Business shall not include:

              • any R&D facilities;

              • Baxter’s CRRT business unit’s global director, a marketing person, who is based in the U.S. and who is  scheduled  to  stay  with
                Baxter.

                                                                                                                                          ANNEX 1

                                                  Overview Of Baxter Employees To Be Transferred

                                                                      [...]

                                                                                                                                          ANNEX 2

                                                    Entities Active In Baxter’s CRRT Business

                                                                      [...]

                                                                                                                                          ANNEX 3

                                                       Placed CRRT Monitors Owned By Baxter

                                                                      [...]

                                                                                                                                          ANNEX 4

                                                              Patents To Be Assigned

                                                                      [...]

                                                                                                                                          ANNEX 5

                                                              Patents To Be Licensed

                                                                      [...]

                                                                                                                                          ANNEX 6

                                                Marketing Authorizations In Baxter’s CRRT Business

                                                                      [...]

-----------------------
[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 C 165, 11.6.2013, p. 13.

[3]   Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission Consolidated Jurisdictional  Notice  (OJ  C
      95, 16.4.2008, p. 1).

[4]   Saline solutions are sterile solutions of sodium chloride which can be used for a variety of purposes including intra-venous therapies  and
      as a cleaning agent. Baxter's EEA revenues in saline solutions in 2012 amounted to  some  EUR  […]  million  ([10-20]%  market  share).  In
      contrast, Gambro, which does not manufacture saline solutions itself or actively market them in the EEA, recorded sales of  less  than  EUR
      […] million ([0-5]% market share). At a national level, the Parties' sales overlap in four Member  States:  Austria,  France,  Germany  and
      Spain. In Austria and Germany, the market would not be  affected  as  the  merged  entity's  market  share  was  only  [0-5]%  and  [5-10]%
      respectively. Although the market in France and Spain would be affected with market shares of [20-30]% and [30-40]% respectively,  in  each
      case the increment is negligible at [0-5]% or less. As such, the Transaction will not significantly change the competitive structure of the
      market either at national or EEA-wide level.

[5]   Two different concentrate types are required to prepare fluids, namely acid concentrate ("A-concentrate") which is supplied in liquid  form
      in bags and base concentrate ("B-concentrate") which is generally bicarbonate-based and supplied in powdered form in a cartridge.  The  two
      are mixed and diluted with pre-treated water with the help of the monitor.

[6]   In addition, Baxter operates […] dialysis clinics on the Canary Islands, which represent [0-5]% of the  market  for  dialysis  services  in
      Spain and less than [20-30]% of the market for such services in the event that the geographic market is no broader in scope than the Canary
      Islands. In view of these limited market shares and in the absence of concerns during the market investigation, this vertical link  is  not
      further analysed in this Decision.

[7]   For example, HD monitors and fluids cannot be used to deliver CRRT. Indeed, a HD monitor uses as inputs fluid  solutions  and  concentrates
      which, when they are fed into a HD circuit, are mixed with purified water. As a result, HD monitors require  constant  access  to  purified
      water. By contrast, the fluids used in CRRT are already diluted and supplied in bags. CRRT monitors thus do not require access to  purified
      water but must be designed so they can be run with bags.

[8]   These systems, instead of the patients, pay healthcare centres for dialysis treatments provided to patients.

[9]   Case No COMP/M.6091 - Galenica / Fresenius Medical Care / Vifor Fresenius Medical Care Renal Pharma JV).

[10]  See Case No COMP/M.4010 - Fresenius / Helios.

[11]  Case No COMP/M.2505 – Tyco/CR Bard, para. 7.

[12]  See responses to question 16 of questionnaire Q2 – Questionnaire to customers (HD) and to question 12 of questionnaire Q3  –  Questionnaire
      to customers (CRRT). The choice between CRRT and HD to treat an acute patient depends to a great extent  on  the  clinical  status  of  the
      patient (including, blood pressure, need for artificial respiration, haemostability or instability).

[13]  The market investigation revealed that approximately 20% of the acute patients are treated with HD.

[14]  See responses to question 16 of questionnaire Q2 – Questionnaire to customers (HD) and to question 12 of questionnaire Q3  –  Questionnaire
      to customers (CRRT).

[15]  See responses to question 8.2 of questionnaire Q2 – Questionnaire to customers (HD).

[16]  See responses to question 16 of questionnaire Q2 – Questionnaire to customers (HD) and to question 12 of questionnaire Q3  –  Questionnaire
      to customers (CRRT).

[17]  Only a very small proportion of chronic patients treated with HD  receive  that  treatment  at  home.  The  vast  majority  is  treated  in
      healthcare centres.

[18]  See responses to question 11 of questionnaire Q2 – Questionnaire to customers (HD).

[19]  See responses to question 11 of questionnaire Q2 – Questionnaire to customers (HD).

[20]  Under pay per treatment contracts (PPT) the supplier makes available the entire HD system, including monitors, disposables and fluids,  for
      the number of treatments agreed. The customer pays an amount specified in the contract for each treatment performed with the equipment  and
      consumables in question.

[21]  Case No COMP/M.3304 – GE /  Amersham,  Case  No  COMP/M.4569  -  GE  /  Abbott  Diagnostics  Division,  para  19,  Case  No  COMP/M.3687  –
      Johnson&Johnson / Guidant, para 58.

[22]  Case No COMP/M.3687 – Johnson&Johnson / Guidant, para 58.

[23]  See Annex 6.10 to the Form CO.

[24]  Agreed minutes of the teleconference call of 25 May 2013 with Asahi and agreed minutes of the teleconference  call  of  6  June  2013  with
      Nipro.

[25]  Agreed minutes of the teleconference call of 19 June 2013 with EffeEmme and agreed minutes of the teleconference call of 24 June 2013  with
      Meise. With the exception of cassettes (see following footnote), a given model of such dedicated bloodlines can be – and  often  is,  to  a
      significant extent - produced and supplied by manufacturers other than the manufactures* of the monitors for which this bloodline model has
      been designed. Indeed, there appears to be no significant technical obstacle to this practice, and no  significant  obstacle  in  terms  of
      intellectual property rights.

*     should read: manufacturers

[26]  Gambro’s Artis and Innova monitors, Fresenius' 5008 monitor, and NxStage’s SystemOne, that is to say a minority of HD monitors supplied  on
      the market. A cassette is a pre-connected unit of bloodlines. The operator can mount the cassette onto the monitor, and the  pre-configured
      arrangement of the bloodlines facilitates the correct connection of the various bloodlines on the shell to the monitor. This  provides  the
      operator with a ready-to-use circuit that can easily be connected. As to NxStage’s SystemOne, the monitor functions  with  a  pre-connected
      set of bloodlines and a dialyser.

[27]  Usually, customers acquire monitors together with after-sales services (technical and maintenance services, training for  nurses  operating
      the monitors) associated with the monitors, either directly from the manufacturer or from the manufacturer's distributors, unless when they
      have the in-house capability to perform such operations themselves. In the remainder of this decision,  the  supply  of  monitors  will  be
      considered as encompassing the supply of such after-sale services, both for HD and CRRT.

[28]  See responses to question 24 of questionnaire Q2 – Questionnaire to customers (HD).

[29]  See responses to questions 26 and 27 of questionnaire Q2 – Questionnaire to customers (HD).

[30]  This is the case with Gambro’s Prismaflex system. Fresenius and Bellco operate on the basis of the same model.

[31]  See responses to question 15 of questionnaire Q3 – Questionnaire to customers (CRRT).

[32]  See agreed minutes of the teleconference call of 13 May 2013 with B Braun, responses to question 15.1 of questionnaire Q3  –  Questionnaire
      to customers (CRRT) and responses to question 10 of questionnaire Q4 – Questionnaire to distributors.

[33]  See responses to questions 15 and 15.1 of questionnaire Q3 – Questionnaire to customers (CRRT).

[34]  See responses to question 17 of questionnaire Q3 – Questionnaire to customers (CRRT).

[35]  See responses to question 17 of questionnaire Q3 – Questionnaire to customers (CRRT) and agreed minutes of the teleconference  call  of  14
      May 2013 with Fresenius.

[36]  See responses to question 31 of questionnaire Q3 – Questionnaire to customers (CRRT).

[37]  See responses to question 39 of questionnaire Q1 – Questionnaire to competitors.

[38]  Case No. COMP/M.3551 – CD&R/ Culligan.

[39]  Case No COMP/M.6091 – Galenica/Fresenius Medical Care/Vifor Fresenius Medical Care Renal Pharma JV, para. 49 et seq).

[40]  Case No COMP/M.2505 – Tyco/CR Bard, para. 9 et seq.

[41]  Directive 93/42/EEC of 14 June 1993 concerning medical devices, OJ L 169, 12.7.1993, p. 1.

[42]  Directive 2001/83/EC of the European Parliament and of the Council of 6 November 2001 on the Community code relating to medicinal  products
      for human use, OJ L 311, 28.11.2001, p. 67.

[43]  Where marketing authorizations are applied for simultaneously in several Member States with  one  of  them  functioning  as  the  reference
      Member State, and at the end of the procedure, all authorities involved grant marketing authorizations.

[44]  Where marketing authorization is obtained first in one Member State and mutual recognition is then sought in other Member  States  and  can
      only be refused for narrow public health reasons.

[45]  See responses to question 32 of questionnaire Q2 – Questionnaire to customers (HD) and responses to questions 23 and  24  of  questionnaire
      Q3- Questionnaire to customers (CRRT).

[46]  See responses to question 33 of questionnaire Q2 – questionnaire to customers (HD).

[47]  See responses to question 34 of questionnaire Q2 – Questionnaire to customers (HD) (see for example […]  response  to  that  question)  and
      responses to questions 23 and 24 of questionnaire Q3- Questionnaire to customers (CRRT).

[48]  See responses to question 16.1 of questionnaire Q 4 – Questionnaires to distributors.

[49]  See responses to question 16.3 of questionnaire Q 4 – Questionnaires to distributors.

[50]  See responses to question 17.1 of questionnaire Q4 – Questionnaires to distributors.

[51]  See responses to questions 24.4, 27 and 28 of questionnaire Q1 – Questionnaire to competitors.

[52]  See Nikkiso Europe's response to question 27.2 of questionnaire Q1 – Questionnaire to competitors.

[53]  See responses to questions 20 and 21 of questionnaire Q1 – Questionnaire to competitors and responses to question 12 of  questionnaire  Q4-
      Questionnaire to distributors.

[54]  See responses to question 22 of questionnaire Q1 – Questionnaire to competitors.

[55]  See responses to question 48 of questionnaire Q1 – Questionnaire to competitors  and  responses  to  question  39  of  questionnaire  Q4  –
      Questionnaire to distributors. See also B. Braun's response to question 23 of questionnaire Q1 – Questionnaire to  competitors  and  agreed
      minutes of the teleconference call of 8 May 2013 with Bellco.

[56]  See responses to question 22 of questionnaire Q1  –  Questionnaire  to  competitors,  responses  to  question  15  of  questionnaire  Q4  –
      Questionnaire to distributors, and the Parties' response to question 28 c. of the request for information regarding  the  draft  commitment
      proposal of 1 April 2013.

[57]  As regards pharmaceutical products (such as CRRT replacement fluids), it should be noted that the marketing authorisation holder  also  has
      to register at the local chamber of commerce and the manufacturing site has to be authorised by the competent authority of the  EEA  member
      state. See the Parties' response to question 28 c. of the request for information regarding the draft commitment proposal of 1 April 2013.

[58]  To a lesser extent, it also supplies dialysers […], in two Member States only, namely Italy and the Netherlands.

[59]  Baxter's submission of 17 June 2013 Supplement to country analyses.

[60]  See responses to question 33 of questionnaire Q1 - Questionnaire to competitors and question  54  of  questionnaire  Q2-  Questionnaire  to
      customers (HD).

[61]  See responses to question 51 of questionnaire Q2 - Questionnaire to customers (HD).

[62]  See responses to question 30 of questionnaire Q1 - Questionnaire to competitors.

[63]  See responses to question 53.1 of questionnaire Q2 - Questionnaire to customers (HD). Some customers named several competitors,  suggesting
      that they were equally close to Gambro.

[64]  See responses to question 32.1 of questionnaire Q1 - Questionnaire to competitors.

[65]  See responses to question 51 of questionnaire Q2 - Questionnaire to customers (HD).

[66]  This claim by Baxter is also consistent with the fact that Gambro  manufactures  itself  all  the  categories  of  products  and  can  thus
      influence the quality and technical functionalities of all these products. By contrast, Baxter […].

[67]  See responses to question 48 of questionnaire Q2 – Questionnaire to customers (HD) (including sub-questions).

[68]  See for instance Baxter's internal document […] and Gambro's internal document […].

[69]  See section III.B.2, in particular paragraph 30. A customer usually is contractually prevented from buying (certain)  HD  disposables  from
      third parties when it procures disposables as part of a "package" contract including monitors.

[70]  See responses to question 44 of questionnaire Q1 - Questionnaire to competitors.

[71]  Several respondents nevertheless noted that with respect to bloodlines, the fact that bloodlines may be linked to a specific monitor  model
      may be a hurdle to switching.

[72]  See responses to questions 45 to 47 of questionnaire Q2 - Questionnaire to customers (HD).

[73]  See responses to question 45 of questionnaire Q2 - Questionnaire to customers (HD).

[74]  See responses to question 46 of questionnaire Q2 - Questionnaire to customers (HD).

[75]  See agreed minutes of the conference call of 24 May 2013 with NxStage, paragraph 26.

[76]  See agreed minutes of conference call with Fresenius on 14 May 2013.

[77]  By contrast, CRRT is a therapy confined to a small population of critically ill patients treated in the intensive care unit and  nurses  in
      such units only occasionally administer CRRT treatment. Moreover, CRRT monitors and  consumables  are  only  one  of  many  cost  items  in
      intensive care units. Therefore, the benefits of switching are less important from the perspective of an intensive care unit (see paragraph
      497 et seq. for switching by CRRT customers).

[78]  See responses to question 45 of questionnaire Q1 - Questionnaire to competitors.

[79]  In particular, elements of this nature have not been mentioned as capable of deterring customers from switching (see responses to  question
      47 of questionnaire Q2 - Questionnaire to customers (HD)).

[80]  See responses to question 48 of questionnaire Q2 – Questionnaire to customers (HD).

[81]  See responses to question 48 of questionnaire Q2 – Questionnaire to customers (HD) (including sub-questions).

[82]  See responses to question 48 of questionnaire Q2 – Questionnaire to customers (HD) (including sub-questions).

[83]  Customers were invited to report switching events that occurred over the last three years.

[84]  See responses to question 48 of questionnaire Q2- Questionnaire to competitors (HD) (including sub-questions).

[85]  See responses to question 50 of questionnaire Q1 - Questionnaire to competitors.

[86]  See responses to question 52 of questionnaire Q1 - Questionnaire to competitors.

[87]  See responses to questions 60 and 61 of questionnaire Q1 - Questionnaire to competitors.

[88]  See Annexes HD 8.6.1 and HD 8.6.2 to the Form CO, which provide, respectively for Baxter and  Gambro,  the  value  of  the  contracts  with
      customers whose contact details have been provided to the Commission, as a percentage of the sales of Baxter and Gambro respectively.

[89]  See responses to question 43.1 of questionnaire Q2 - Questionnaire to customers (HD).

[90]  Baxter's submission of 17 June 2013, […].

[91]  See […] response to question 70.2 of questionnaire Q1 – Questionnaire to competitors and agreed minutes of the  teleconference  call  of  6
      June 2013 with […], paragraph 5.

[92]  See responses to question 43.3 of questionnaire Q2 - Questionnaire to customers (HD).

[93]  See responses to questions 40.1 and 40.2 of questionnaire Q2 - Questionnaire to customers (HD).

[94]  See responses to question 39 of questionnaire Q2 - Questionnaire to customers (HD).

[95]  See […] response to question 40.2 of questionnaire Q2 - Questionnaire to customers (HD) ("Besoin de connaître le  pays  de  fabrication  du
      produit revendu ainsi que les normes de qualité appliquées dans ce pays").

[96]  See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD). Some customers named several competitors,  suggesting
      that they were equally close to Gambro.

[97]  See responses to question 32.5 of questionnaire Q1 - Questionnaire to competitors.

[98]  This approach has also been applied in other cases in the area of medical devices and  pharmaceutical  products.  See  Case  COMP/M.6293  –
      Thermo Fisher/Phadia, recitals 26-27, Case COMP/M.6266 – Johnson & Johnson/Synthes, recitals 139-140, Case COMP/M.5865 Teva/Ratiopharm  and
      Case COMP/M.5778 Novartis/Alcon. In the present case, the Commission carried out this categorisation based on the Parties' combined  market
      shares for 2012. As the markets under consideration are bidding markets, the Commission also reviewed  market  share  data  from  preceding
      years to confirm that the Parties' market shares had not fluctuated significantly in comparison to  2012  in  order  to  confirm  that  the
      classification of products into Group 1, 2 or 3 markets was appropriate.

[99]  In Norway, Baxter does not supply […].

[100]       The Parties provided market share estimates on the basis of sales encompassing  both  Belgium  and  Luxembourg.  Neither  Baxter  nor
      Gambro records sales separately for Luxembourg, since both have limited activities in that country, which  in  addition,  are  carried  out
      through their respective sales forces based in Belgium. Baxter […] sells disposables in Luxembourg and estimates that its market shares  in
      Luxembourg are very likely to be even lower than its market shares provided for the Belgium / Luxembourg cluster.  Gambro,  for  its  part,
      only has […] sales of HD […] in two Luxembourgish hospitals through occasional and ad hoc sales, and estimates its HD market  share  to  be
      significantly below [5-10]% in 2012. As regards Belgium, the Parties consider that in view of the relative sizes of Belgium and Luxembourg,
      their market shares in Belgium are unlikely to differ materially from those calculated for the Belgium / Luxembourg  cluster.  In  view  of
      these elements as well as the market share estimates provided by the Parties for the Belgium / Luxembourg cluster, the Commission estimates
      that the Parties' combined market shares are unlikely to have exceeded 35% on any possible product market in each of these two countries in
      2012.

[101]       In addition to combined market shares not exceeding 35%, the increment for each HD product  market,  which  arises  as  a  result  of
      Baxter's very limited presence in each of Germany, Lithuania, Poland, Portugal and Slovenia, is well below 1%.

[102]       Such as Bellco and Sterima on the HD system market in Belgium and Luxembourg, where these competitors have market shares  of  [5-10]%
      and [0-5]% respectively and Bellco and Nipro on the dialysers market in Belgium and Luxembourg, where these competitors have market  shares
      of [5-10]% and [5-10]% respectively. In the Irish market for bloodlines, which is the market where the merged  entity's  share  just  falls
      within Group 3, its market share is [30-40]% whilst that of Fresenius is [30-40]%. In addition, B. Braun has recently entered  this  market
      and captured [20-30]% market share in 2012.

[103]       See paragraph 29, Horizontal Mergers Guidelines: "In bidding  markets  it  may  be  possible  to  measure  whether  historically  the
      submitted bids by one of the merging parties have been constrained by the presence of the other merging party".

[104]       See responses to question 53.1 of questionnaire Q2 - Questionnaire to customers  (HD).  Some  customers  named  several  competitors,
      suggesting that they were equally close to Gambro.

[105]       See responses to question 53.3 of questionnaire Q2 - Questionnaire to customers (HD).

[106]       See responses to question 53.4 of questionnaire Q2 - Questionnaire to customers (HD).

[107]       See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD).

[108]       See paragraph 66.

[109]       See responses to question 53 of questionnaire Q2- Questionnaire to customers (HD).

[110] In addition, two switching events were reported by Danish customers. One was a switch from Fresenius to Gambro for whole  systems  and  the
      other one was a switch from Baxter to Fresenius for monitors - see responses to question 48 of questionnaire Q2 –Questionnaire to customers
      (HD) (including sub-questions). These events tend to illustrate the finding that Fresenius is closer to each Party than the other Party.

[111]       Scan-Med is a large distributor in the Nordic area, which distributes HD products among others from B. Braun and Nikkiso.

[112]       Essentially distributors, the main exception being Covidien, which manufactures vascular access products (see Covidien's response  to
      question 1.1 of questionnaire Q1 – Questionnaire to competitors).

[113]       These aspects will be dealt with in more detail in the assessment of the effects  of  the  Transaction  on  the  Danish  markets  for
      monitors, bloodlines and dialysers, but they are also relevant to the  Danish  market  for  systems,  since  Baxter's  sales  of  monitors,
      bloodlines and dialysers account for more than […]% of Baxter's total HD sales in Denmark.

[114]       As indicated above, all Danish customers identified Fresenius as Gambro's closest competitor for monitors (see responses to  question
      53.2 of questionnaire Q2 – Questionnaire to customers (HD)).

[115]       As indicated above, all Danish customers identified Fresenius  as  Gambro's  closest  competitor  for  dialysers  (see  responses  to
      question 53.4 of questionnaire Q2 – Questionnaire to customers (HD)).

[116]       The markets for systems, bloodlines and fluids are Group 3 markets. See paragraphs 119 and 120 above.

[117]       See responses to question 53.1 of questionnaire Q2 - Questionnaire to customers (HD).

[118]       See responses to question 48 of questionnaire Q2 – Questionnaire to customers (HD) (including sub-questions).

[119]       Baxter had no sales or […] sales of monitors and bloodlines in France in the last two years, so that there is no overlap (or  a  […])
      on the French monitors and bloodlines markets. Therefore, the Transaction does not raise serious doubts as to its  compatibility  with  the
      internal market with respect to these two markets.

[120] See footnote 4.

[121]       See responses to question 55 of questionnaire Q2 - Questionnaire to customers (HD).

[122]       See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD).

[123]       The markets for HD systems and bloodlines are Group 3 markets. See paragraphs 119 and 120 above.  The  market  for  monitors  is  not
      affected.

[124]       With respect to HD systems as well as to each of the categories of  HD  products.  See  […]  response  to  questions  52  and  53  of
      questionnaire Q2 - Questionnaire to customers (HD).

[125]       See […] response to question 48 of questionnaire Q2 – Questionnaire to customers (HD) (including sub-questions).

[126]       Gambro's revenues in the Irish fluids market have declined significantly and steadily over the last 6 years with sales […]  in  2012.
      Consequently, this market is not affected.

[127]       See responses to question 53.1 of questionnaire Q2 - Questionnaire to customers (HD).

[128]       Baxter had no sales or only […] sales of monitors in Italy in 2012, so that there is no overlap (or  […])  on  the  Italian  monitors
      markets. Therefore, the Transaction does not raise serious doubts as to its compatibility with the internal market  with  respect  to  this
      market.

[129]       See responses to question 53.4 of questionnaire Q2 - Questionnaire to customers (HD).

[130]       Baxter's submission of 17 June 2013 Supplement to HD country analyses.

[131]       See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD).

[132]       Baxter's submission of 17 June 2013 Supplement to HD country analyses.

[133] Form CO, paragraphs 213 and 257.

[134] See Dirinco's response to question 1.1 of questionnaire Q1 – Questionnaire to competitors.

[135] See MTN Neubrandenburg's response to question 1.1 of questionnaire Q1 – Questionnaire to competitors.

[136]       Corrected version provided as part of Baxter's submission of 17 June 2013 Supplement to country analyses.

[137]       See responses to question 53.1 of questionnaire Q2 - Questionnaire to customers  (HD).  Some  customers  named  several  competitors,
      suggesting that they were equally close to Gambro.

[138]       Gambro lost approximately […]% of the competitive events where it participated and won (or partly won) more than  […]  of  them.  The
      rest of the tenders were cancelled, postponed or are still on-going.

[139]       These aspects will be dealt with in more detail in the assessment of the  effects  of  the  Transaction  on  the  Dutch  markets  for
      monitors, bloodlines and dialysers, but they are also relevant to  the  Dutch  market  for  systems,  since  Baxter's  sales  of  monitors,
      bloodlines and dialysers account for more than […]% of Baxter's total HD sales in the Netherlands.

[140]       See responses to question 53.2 of questionnaire Q2 - Questionnaire to customers (HD).

[141]       See responses to question 53.3 of questionnaire Q2 - Questionnaire to customers (HD).

[142]       See responses to question 53.4 of questionnaire Q2 - Questionnaire to customers (HD).

[143]       Baxter's submission of 17 June 2013 Supplement to country analyses and Form CO, paragraph 872.

[144]       Corrected version provided as part of Baxter's submission of 17 June 2013 Supplement to country analyses.

[145]       See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD).

[146]       See Nipro's response to question 40 of questionnaire Q1 – Questionnaire to competitors.

[147]       The Spanish market for dialysers is a Group 3 market. See paragraphs 119 and 120 above.

[148]       See responses to question 53.1 of questionnaire Q2- Questionnaire to  customers  (HD).  Some  customers  named  several  competitors,
      suggesting that they were equally close to Gambro.

[149]       These aspects are relevant to the Spanish market for systems, since sales of dialysers account for more than […]% of  Baxter's  total
      HD sales in Spain.

[150]       Baxter's monitor revenues were […] in 2012 meaning that this market is not affected. Baxter's position has been similar  in  previous
      years.

[151]       See responses to question 53.3 of questionnaire Q2 - Questionnaire to customers (HD).

[152]       See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD).

[153]       See responses to question 53.1 of questionnaire Q2 - Questionnaire to customers (HD).

[154]       These aspects will be dealt with in more detail in the assessment of the effects of  the  Transaction  on  the  Swedish  markets  for
      monitors, bloodlines and dialysers, but they are also relevant to the Swedish  market  for  systems,  since  Baxter's  sales  of  monitors,
      bloodlines and dialysers account for more than […]% of Baxter's total HD sales in Sweden.

[155]       The [60-70]% figure reached in 2011 was exceptional.

[156]       See responses to question 53.2 of questionnaire Q2 - Questionnaire to customers (HD).

[157]       See responses to question 53.3 of questionnaire Q2 - Questionnaire to customers (HD).

[158]       See responses to question 53.4 of questionnaire Q2 - Questionnaire to customers (HD).

[159]       See responses to question 53.5 of questionnaire Q2 - Questionnaire to customers (HD).

[160]       The markets for HD systems, bloodlines and fluids are Group 3 markets. See paragraphs 119 and 120 above. Baxter's sales  of  monitors
      were […] in 2012 meaning that this market is not affected. Baxter's presence on the market has been limited in each of the past six years.

[161]       See responses to question 53.4 of questionnaire Q2 - Questionnaire to customers (HD).

[162]       See responses to question 53.4 of questionnaire Q2 - Questionnaire to customers (HD).

[163]       […].

[164]       Notably in […].

[165]       Notably in […].

[166]       […].

[167]       […].

[168]       […].

[169]            […].

[170]       In 2009, Baxter acquired from Edwards Lifesciences Corporation ("Edwards") the assets that formed Edwards' CRRT business.

[171]       For instance, Bellco sells fluids mainly in Italy ([0-5]% of the Italian CRRT fluid market), the Czech Republic ([5-10]%) and  Poland
      ([0-5]%). Medica sells fluids only in Italy ([0-5]% of the Italian market). All figures are for 2011.

[172]       Please refer to footnote 99 for a more detailed explanation of the methodology used for this categorisation.

[173]       Austria, Belgium/Luxembourg, Denmark, France, Greece, Ireland, Italy, the Netherlands, Norway, Spain, Sweden and the United  Kingdom.
      Belgium and Luxembourg are referred to as one market (see footnote 100 for further detail on this.).

[174]       These are Germany, Poland and the Czech Republic.

[175]       In this one and the following tables, sales for individual competitors are only reported where their market share is above 1%  within
      the country. Where a competitor’s sales represent less than a 1% market share within the country, they are included within "Other".

[176]       Gambro's fluid sales in Slovakia in 2012 were […]. Notwithstanding this negligible increment, this bidding market has  been  analysed
      given the fluctuations observed in Gambro's market shares over the last few years.

[177]       Notably, competitors as well as customers or distributors in Austria, France,  Germany,  Greece,  Ireland,  Italy,  the  Netherlands,
      Spain, Sweden, and the United Kingdom. See responses to question 37 of Q1 - Questionnaire to Competitors; responses to question 44 of Q3  -
      Questionnaire to CRRT Customers; and responses to question 26 to Q4 – Questionnaire to Distributors.

[178]       See responses to questions 47, 48 and 49 of Q3 - Questionnaire to CRRT Customers.

[179]       See responses to question 37 of Q1 - Questionnaire to Competitors.

[180]       See responses to question 72.2 of Q1 - Questionnaire to Competitors.

[181]       See responses to question 27 of Q3 - Questionnaire to CRRT Customers.

[182]       Paragraph 27 of the Horizontal Merger Guidelines.

[183]       In the Netherlands, the merged entity's largest competitor is Dirinco ([30-40]%) but, as explained in paragraph  458,  it  is  not  a
      close competitor as Dirinco is not a system provider and competes by selling, amongst others, […] products.

[184]       The Parties submit that this is due to the very limited size of  the  Slovakian  CRRT  segment  where  relatively  small  changes  in
      purchases by few customers may radically change the market shares of suppliers.

[185]       Where respondents expressed concerns in France and Italy, these were not specifically related  to  the  segment  /  market  of  other
      disposables.

[186]       See responses to question 42.1 of Q1 - Questionnaire to Competitors  and  responses  to  question  24.1  of  Q4  –  Questionnaire  to
      Distributors.

[187]       See responses to questions 42.2-42.5 of Q1 - Questionnaire to Competitors and responses to questions 24.2-24.5 of Q4 –  Questionnaire
      to Distributors.

[188]       See responses to questions 43.1-43.5  of  Q1  -  Questionnaire  to  Competitors,  and  responses  to  questions  25.1-25.5  of  Q4  –
      Questionnaire to Distributors.

[189]       See responses to question 36 of Q1 - Questionnaire to Competitors.

[190]       See responses to question 35 of Q1 - Questionnaire to Competitors.

[191]       See responses to question 34 of Q1 - Questionnaire to Competitors. Note  that  the  questionnaire  also  asked  respondents  to  rank
      competitors on price but that the results are ignored here given that the question could be, and  was,  understood  in  differing  ways  by
      respondents, thus making a clear evaluation impossible.

[192]       So did Dirinco, Medcomp and Arrow (Teleflex) but those companies manufacture  only  fluids  (Dirinco)  or  vascular  access  products
      (Medcomp and Arrow).

[193] For all references in the following paragraphs to the market investigation, see responses to questions  42-43  of  Q1  -  Questionnaire  to
      Competitors and responses to questions 24-25 of Q4 – Questionnaire to Distributors.

[194]       In Denmark (and Finland), the Parties' bidding data mention only a few CRRT tenders and  the  only  suppliers  names  mentioned  were
      Gambro, Fresenius and Baxter. In Sweden, Gambro appeared very strong, winning […] tenders mentioned in the dataset. For Spain (and France),
      Gambro has another brand (Hospal) for selling CRRT products. In these two countries it seems that some independent distributors participate
      directly in tenders as their names are mentioned  in  the  data  sets  as  competitors.  However,  bidding  data  does  not  allow  for  an
      identification of the suppliers whose products are sold by these distributors.

[195]       In the Netherlands, the dataset submitted by Gambro (Baxter's data does not contain any information on  CRRT)  shows  that  Fresenius
      and Dirinco ([…]) are the only competitors present in tenders. For Italy, there is very little information on competitors. No  dataset  has
      been submitted for Belgium/ Luxembourg.

[196]       See responses to questions 42 and 43 of Q3 - Questionnaire to  CRRT  Customers  and  responses  to  questions  24  and  25  of  Q4  –
      Questionnaire to Distributors. There are no responses of CRRT customers or distributors from Luxembourg.

[197]       Only two CRRT customers and no distributor from France expressed a view on this question.

[198] According to Annex 6.12 to the Form CO, entitled "Compatibility Of Disposables, Fluids, And Technical Services With CRRT Monitors."

[199] See responses to question 34 of Q3 - Questionnaire to CRRT Customers.

[200]       See responses to question 45 of Q3 - Questionnaire to CRRT Customers.

[201]       See responses to question 35 of Q3 - Questionnaire to CRRT Customers.

[202]       See responses to question 35 of Q3 - Questionnaire to CRRT Customers.

[203]       See agreed minutes of conference call with NxStage on 24 May 2013.

[204]       See agreed minutes of conference call with Fresenius on 14 May 2013. This is a very different situation from HD treatment centres  or
      clinics, where nurses are typically only dealing with HD dialysis treatment and HD equipment and  consumables  are  the  major  cost  item.
      Therefore, it is easier to convince a HD customer to switch HD monitors or systems (see paragraph 79).

[205]       See responses to question 38 of Q3 - Questionnaire to CRRT Customers.

[206]       Reply by […] to question 38.1.1 of Q3 - Questionnaire to CRRT Customers.

[207]       See responses to question 38.1.1 of Q3 - Questionnaire to CRRT Customers.

[208]       See replies to questions no 17 to Q3 – Questionnaire to customers (CRRT) and minutes of the phone call with Fresenius on  14.05.2013,
      paragraphs 2 and 31.

[209]       See replies to question no 31 to Q3 – Questionnaire to customers (CRRT).

[210]       See reply of […] to question no 31 to Q3 – Questionnaire to customers (CRRT).

[211]       See replies to question no. 17 to Q3 – Questionnaire to customers (CRRT).

[212]       See replies to question 15 to Q3 – Questionnaire to CRRT customers and paragraph 36 of this decision.

[213]       According to Baxter, the mortality rate of patients suffering from AKI and requiring RRT is high and may exceed 50%.

[214]       See Form CO, paragraph 2231.

[215] According to Baxter, CRRT equipment may sometimes be tendered together with other equipment used in intensive care units, but  not  usually
      in combination with other RRT products.

[216]       The Parties submit that an example would be […] in […]: […]would have a solid presence and track record in […] in respect of  HD  and
      in other medical areas. It would therefore have the infrastructure necessary to expand easily and quickly so as to also sell CRRT  products
      in […] were it to perceive opportunities to do so.

[217]       The Parties also submit […] as another example. […] would have expanded in the  HD  market  from  the  United  Kingdom  into  Ireland
      availing of support from its […] team to facilitate rapid and successful expansion. There would be no product-specific barriers that  would
      prevent […] from adopting a similar approach for CRRT. […] would also actively look into the United Kingdom CRRT market(s).  Moreover,  the
      Notifying Party submits that […] is likely to expand its activities into CRRT both in Ireland and the United Kingdom in the near future. As
      noted in paragraph 449, the Parties would have a […] on the CRRT system market in Ireland and […] in the United Kingdom post-Transaction.

[218]       Neither Gambro nor Baxter would have any concrete intelligence as regards a specific timeline for  B. Braun’s  entry  into  the  CRRT
      market at EEA level. However, Gambro believes that B. Braun entered the CRRT market in several countries in the EEA through the offering of
      CRRT fluids and subsequently expanded its offering into other product segments.

[219]       See responses to question 51 of Q1  -  Questionnaire  to  Competitors  and  responses  to  question  41  of  Q4  –  Questionnaire  to
      Distributors.

[220]       Respondents were asked whether each parameter constitutes a low, medium, or high barrier  to  entry.  Replies  indicate  "medium"  on
      average.

[221]       See responses to question 54 of Q1  -  Questionnaire  to  Competitors  and  responses  to  question  43  of  Q4  –  Questionnaire  to
      Distributors.

[222]       See responses to question 58 of Q1  -  Questionnaire  to  Competitors  and  responses  to  question  46  of  Q4  –  Questionnaire  to
      Distributors.

[223]       See response by NxStage to questions 56.1 and 58.1 of Q1 - Questionnaire to Competitors.

[224]       See response by […] to question 46 of Q4 – Questionnaire to Distributors.

[225]  See responses to question 59 of Q1 - Questionnaire to Competitors and responses to question 47 of Q4 – Questionnaire to Distributors.

[226]       See for instance the response by Nipro Europe to question 61 of Q1 - Questionnaire to Competitors.

[227]       See responses to question 61 of Q1  -  Questionnaire  to  Competitors  and  responses  to  question  49  of  Q4  –  Questionnaire  to
      Distributors.

[228]       See reply by […] to question 48 of Q4 – Questionnaire to Distributors.

[229]       See agreed minutes of the conference call with NxStage on 24.5.2013.

[230]       See paragraph 74 of the Horizontal Merger Guidelines.

[231]       See responses to question 65 of Q1 - Questionnaire to Competitors.

[232]       See replies to question 6 of Q3 – Questionnaire to CRRT Customers.

[233]       See Annex CRRT 8.6.1 and Annex CRRT 8.6.2 to the Form CO.

[234]       See Annex CRRT 8.6.1 and Annex CRRT 8.6.2 to the Form CO.

[235]       See Annex CRRT 8.6.2 to the Form CO.

[236]       See Annex CRRT 8.6.1. to the Form CO.

[237]       Paragraph 67.

[238] See www.bellco.net/products-and-therapies/chronic-line/10-en_c-3-19/default.aspx

[239] See www.nipro-europe.com/products/product-range/renal-care/water-treatment-systems/

[240]       See www.B. Braun.de/cps/rde/xchg/B. Braun-de/hs.xsl/news_15616.html

[241]       See replies to question no 62.3 to Q2 – Questionnaire to customers (HD) and to question no 50.3 to Q3 –  Questionnaire  to  customers
      (CRRT).

[242]       The market share ranges provided are primarily based on Gambro's estimates of the total number of TPE treatments provided in each  of
      these Member States. According to the Parties, this proxy, in combination with Gambro's own revenues, allows for a rough  estimate  of  the
      total market size (based on an estimate of the total number of treatments) and of Baxter's shares.

[243]       For all other Member States where the Parties have overlapping sales but where they are unable to estimate  the  total  market  size,
      their combined sales are relatively limited (always below EUR […]) and the increment even smaller (between less than EUR  […]  and  lightly
      above EUR […]).

[244]       OJ C 265, 18.10.2008, p. 6.

[245]       Non-Horizontal Merger Guidelines, paragraph 93 and 94.

[246] Non-Horizontal Merger Guidelines, paragraph 99.

[247]       Gambro was historically present in PD, HD and CRRT but sold its PD business to Fresenius  in  2010  after  a  decision  to  focus  on
      extracorporeal RRT.

[248]       See replies to questions no 56, 57 and 58 to Q2 – Questionnaire to customers (HD).

[249]       See replies to questions no 57.1, 58.1 to Q2 – Questionnaire to customers (HD).

[250]  See replies to questions no 13 and 17 to Q2 – Questionnaire to customers (HD).

[251]       See replies to question no 46 to Q3 – Questionnaire to customers (CRRT).

[252]       See replies to questions no 14, 15 and 16 to Q2 – Questionnaire to customers (HD). See replies to questions no 11  and  12  to  Q3  –
      Questionnaire customers (CRRT).

[253]       See responses to question no 4 of market test questionnaire Q1 - Questionnaire to CRRT customers, See responses to question no  1  of
      market test questionnaire Q2 - Questionnaire to competitors, See responses to question no 1 of market test questionnaire Q3 - Questionnaire
      to distributors.

[254]       See responses to question no 6 of market test questionnaire Q1- Questionnaire to CRRT customers, See responses to question  no  6  of
      market test questionnaire Q2 - Questionnaire to competitors, See responses to question no 6 of market test questionnaire Q3 - Questionnaire
      to distributors.

[255]       See references in footnote 254 and responses to question no 4.2 of market test questionnaire Q2 - Questionnaire to competitors.

[256]       See responses to question no 9 of market test questionnaire Q2 - Questionnaire to competitors.

[257]       See responses to question no 7.1 of market test questionnaire Q1 - Questionnaire to CRRT customers, See responses to question  no  11
      of market test questionnaire Q2 - Questionnaire to competitors, See  responses  to  question  no  8  of  market  test  questionnaire  Q3  -
      Questionnaire to distributors.

[258]       See responses to question no 1 of market test questionnaire Q3* - Questionnaire to competitors, in particular Dirinco's  and  Nipro's
      responses. See also Fresenius' response to question no 1 of market test  questionnaire  Q2  -  Questionnaire  to  competitors  and  Medites
      Pharma's response to question no 18 of market test questionnaire Q2 - Questionnaire to competitors: "Purchases generally takes place  as  a
      whole, i.e. monitors, bloodlines, solutions."

*     should read: Q2

[259]       Commission notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No  802/2004,
      OJ 267, 22.10.2008, p. 1, paragraph 53.

[260]  Clause 1 of the Commitments dated 12 July 2013.

[261]  Clause 14 of the Commitments dated 12 July 2013.

[262]       See clause 15 of the Commitments dated 12 July 2013. Clause 15A provides for an alternative solution in the event that  the  consents
      are not procured by that date. Further to this clause, the Notifying Party may request an extension of  the  First  Divestiture  period  to
      procure the relevant consents. The Notifying Party may also, in the event that one or more consents is not forthcoming, request that Baxter
      procures instead a supply agreement (or agreements depending on the number of outstanding consents) so  as  to  meet  the  demands  of  the
      Divestment Business for the product with another supplier acceptable to the purchaser, on similar terms and conditions to  these  on  which
      the divestment business is currently supplied for the same product, in line with good industry practice and in  a  manner  which  does  not
      affect the viability and competitiveness of the divestment business after closing.

[263]       The reasonable cost-plus basis to be agreed with the Purchaser will be based  on  fully  allocated  costs  as  measured  by  Baxter’s
existing cost accounting system as well as a mark-up to be negotiated with the Purchaser.

[264]       These countries are Austria, Belgium, the Czech Republic, Denmark, France, Germany, Greece, Ireland, Italy, the Netherlands,  Norway,
Poland, Slovakia, Spain, Sweden, and the United Kingdom.

[265]       See the first two bullets of para. 2(d) of the Schedule.

[266]       “Cost-plus” here refers to a pass-through of the product price plus the  cost  of  any  resources  required  for  management  of  the
relationship, shipping costs, and the like.

[267]       See footnote 266.

[268]       See footnote 263.

[269]       See footnote 263.