CELEX: 32018M8652
Language: en
Date: 2018-04-30 00:00:00
Title: Commission Decision of 30/04/2018 declaring a concentration to be compatible with the common market (Case No COMP/M.8652 - ACCURIDE CORPORATION / MEFRO WHEELS GMBH) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

EUROPEAN COMMISSION
                                                                 Brussels, 30.4.2018
                                                                 C(2018) 2744 final
      In the published version of this decision, some
      information has been omitted pursuant to Article                    PUBLIC VERSION
      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      omitted has been replaced by ranges of figures or a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.
                                                                 To the notifying party
Subject:             Case M.8652 – Accuride / Mefro Wheels
                     Commission decision pursuant to Article 6(1)(b) in conjunction with
                     Article 6(2) of Council Regulation No 139/20041 and Article 57 of the
                     Agreement on the European Economic Area2
Dear Sir or Madam,
(1)        On 12 March 2018, the European Commission received notification of a proposed
           concentration pursuant to Article 4 of the Merger Regulation by which Accuride
           Corporation ("Accuride", US) acquires within the meaning of Article 3(1)(b) of
           the Merger Regulation by way of purchase of shares sole control of the whole of
           the undertaking Mefro Wheels GmbH ("Mefro Wheels", Germany) (the
           "Transaction").3 Accuride is designated hereinafter as the "Notifying Party" and
           together with Mefro Wheels as the "Parties".
(2)        This concentration has been referred to the Commission by Germany pursuant to
           Article 22(3) of the Merger Regulation (the "Referral Request"). The Referral
           Request was subsequently joined by the Netherlands, Poland and Spain.
1.         THE PARTIES AND THE CONCENTRATION
(3)        Accuride is a supplier of steel and aluminium wheels and wheel-end components,
           such as brake drums, disc brake rotors and slack adjusters for trucks, buses and
1      OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation'). With effect from 1 December 2009, the Treaty on
       the Functioning of the European Union ('TFEU') has introduced certain changes, such as the
       replacement of 'Community' by 'Union' and 'common market' by 'internal market'. The terminology of
       the TFEU will be used throughout this decision.
2      OJ L 1, 3.1.1994, p. 3 (the 'EEA Agreement').
3      Publication in the Official Journal of the European Union No C 105, 20.3.2018, p. 7.
Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË
Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.
 ---pagebreak---         trailers. Accuride produces and provides components for the trucks, buses and
        trailers industry in North America, and is active in the EEA through its 80.94%
        shareholding Italian subsidiary Gianetti Ruote S.r.l. ("Gianetti").4 Gianetti
        supplies steel wheels for commercial vehicles for original equipment
        manufacturers ("OEMs")5, especially for trucks, buses and trailers.6 Accuride is
        ultimately controlled by funds managed by the private equity firm Crestview
        L.L.C. The remaining shares in Gianetti are held by MW Italia S.r.l. ("MW
        Italia").7
(4)     Mefro Wheels produces and supplies steel wheels for trucks, buses and trailers,
        light commercial vehicles and passenger cars, as well as for construction
        machinery (i.e. loaders, road machinery, excavators and forklifts) and agricultural
        machinery (i.e. tractors, combines, harvesters etc.).
(5)     Pursuant to a Share Purchase Agreement dated 16 June 2017, Accuride will
        acquire 100% of shares in Mefro Wheels.8 Therefore, the Transaction consists of
        the acquisition by Accuride of sole control over Mefro Wheels within the
        meaning of Article 3(1)(b) of the Merger Regulation.
2.      EU DIMENSION
(6)     The undertakings concerned do not have a combined aggregate world-wide
        turnover of more than EUR 5 000 million (Accuride EUR […] million; Mefro
        Wheels EUR […] million), and the Notifying Party does not have an aggregate
        EU-wide turnover in excess of EUR 250 million (Accuride EUR […] million;
        Mefro Wheels EUR […] million). As a result, the Transaction does not have an
        EU dimension within the meaning of Article 1 of the Merger Regulation.
(7)     As mentioned above in paragraph (2), on 1 September 2017 the Commission
        received the Referral Request from Germany, which was joined by Poland, Spain
        and the Netherlands.
(8)     On 11 October 2017 the Commission adopted a decision pursuant to Article 22(3)
        of the Merger Regulation accepting the Referral Request.9 On this basis, the
        Commission acquired jurisdiction to review the Transaction.
4    Annex 2.1 to the Commitments, Amended Shareholders' Agreement paragraph B.
5   Gianetti also supplies […] aluminium wheels to the independent aftermarket ("IAM") customers in
    the EEA that accounted for approximately EUR […] of the EEA revenue of the last full financial
    year. These aluminium wheels are exported from one of Accuride's aluminium plants in North-
    America.
6   Gianetti manufactures and supplies single-piece wheels. As regards multi-piece wheels, Gianetti
    stopped manufacturing these a few years ago, but sells multi-piece wheels […]. Therefore, this shall
    not be further discussed in the competitive assessment below.
7   MW Italia has no control over Gianetti, which is solely controlled by Accuride.
8   The Transaction includes the acquisition of Mefro Wheels U.S. Corp, which operates in the US and
    Latin American countries, and of certain IP rights of Kronprinz GmbH (both of which are subsidiaries
    of Mefro Wheels).
9   M.8652 – Accuride/Mefro Wheels – Article 22 decision, of 11 October 2017.
                                                        2
 ---pagebreak--- 3.        RELEVANT MARKETS
(9)       Both Parties manufacture and sell steel wheels for buses, trucks and trailers, both
          for the OEM market (which includes all wheels sold to bus, truck and trailer
          manufacturers both for first installation on the vehicle upon first assembly and
          wheels intended as original spare parts [Original Equipment Services, "OES", if
          applicable10]) as well as to the independent aftermarket ("IAM"), although to a
          very limited extent (see paragraph (55)).
(10)      As only Mefro Wheels supplies steel wheels for light vehicles (i.e. passenger cars
          and light commercial vehicles), the Parties' activities do not overlap in this regard.
          However, as the minority shareholder of Gianetti, MW Italia is active in the
          market of steel wheels for light vehicles in the EEA, this market will be assessed
          below in view of possible coordinated effects.11
3.1.      Product market definition
(11)      The wheel is the rotating component of the vehicle, located between the tyre and
          the hub. A wheel comprises of (i) a rim, the perimeter of the wheel which
          supports the tyre, and (ii) a disc, the vertical part of the wheel that serves as the
          connection between the wheel and the hub/axel that is welded or connected with
          bolts to the rim.
(12)      Wheels for trucks, buses and trailers can be made from steel or aluminium.
          Accuride is active in the manufacturing of aluminium wheels only in the US and
          Mefro Wheels does not manufacture aluminium wheels for trucks, buses or
          trailers anywhere in the world. In the EEA, Arconic is the only manufacturer of
          aluminium wheels for trucks, buses and trailers.
                          3.1.1.1.   The Notifying Party's view
(13)      The Notifying Party has not claimed aluminium wheels to belong to the same
          market as steel wheels but submits that aluminium wheels, regardless of whether
10  Automotive suppliers do not know whether the components they sell to manufacturers are used in the
    first installation or sold as OES components.
11 MW Italia currently holds 19.06% of non-controlling shares in Gianetti.
                                                      3
 ---pagebreak---         they form part of the same market or not, exert a competitive constraint over steel
        wheels for buses, trucks or trailers.12
                        3.1.1.2.   The Commission's assessment
(14)    For the reasons below, the Commission takes the view that steel wheels for
        trucks, buses and trailers and aluminium wheels for trucks, buses and trailers form
        part of distinct product markets.
(15)    First, from a demand-side point of view, customers responding to the market
        investigation explained that steel wheels and aluminium wheels present
        significant differences in terms of price and weight.13 Aluminium wheels weigh
        approximately 24kg while steel wheels weigh on average 36kg. In terms of costs,
        the aluminium wheels' price is generally 50% higher than that of steel wheels for
        trucks, buses and trailers.14
(16)    Second, all customers responding to the market investigation indicated that in the
        event of a permanent 5-10% increase in the price of steel wheels, they would not
        mount aluminium wheels instead.15
(17)    Third, from a supply-side point of view, the Commission understands that
        manufacturing processes of aluminium wheels and steel wheels are largely
        different. Consistent with the Notifying Party's allegation,16 respondents to the
        market investigation indicated that a manufacturer of steel wheels for trucks,
        buses and trailers would need to make significant investments in order to start
        producing aluminium wheels, given that the underlying technology and the
        production process are significantly different. This finding is also supported by
        the observation that suppliers of the two types of wheels are different: in the EEA
        Arconic supplies only aluminium wheels for trucks, buses and trailers, while
        Mefro Wheels, Maxion and Gianetti supply only steel wheels for trucks, buses
        and trailers.
                        3.1.1.3.   Conclusion
(18)    The Commission concludes that steel wheels for trucks, buses and trailers and
        aluminium wheels for trucks, buses and trailers form part of distinct product
        markets.
(19)    In previous decisions on automotive components, the Commission has considered
        separate relevant product markets based on the type of vehicles for which the
12   Form CO, paragraphs 79 and 80, paragraph 335 et seq.
13   Minutes of conference call with a customer, 7 December 2018; Minutes of conference call with a
     customer, 4 December 2017.
14   Form CO, paragraph 341.
15   Replies to question 22 of eQuestionnaire 1 – Customers.
16   Form CO, footnote 17.
                                                       4
 ---pagebreak---          components are intended, and has considered markets for (i) components for light
         vehicles and (ii) components for heavy commercial vehicles.17
                         3.1.2.1.     The Notifying Party's view
(20)     The Notifying Party submits that the traditional distinction between light and
         heavy vehicles is also applicable to steel wheels. As regards heavy vehicles, the
         Notifying Party submits that wheels for trucks, buses and truck trailers constitute
         one single product market, for the following reasons:18
(21)     First, wheels for trucks and buses are interchangeable, and sourced by the same
         customers, often via one tender process for steel wheels for both trucks and buses.
         The customer base for wheels for trailers is distinct from the customer base for
         trucks and buses, but the technical characteristics are largely the same.19
(22)     Second, wheel manufacturers for trucks, buses and trailers are able to produce the
         whole range of wheels, for trucks, buses and trailers, on the same production
         lines, subject to adjustments in the tooling and homologation (that are not
         different from the various adjustments available for various trucks, buses and
         trailers wheels respectively).
(23)     Third, wheels for trucks, buses and trailers differ with respect to their pricing, but
         only because the input cost of steel differs, not for technical reasons.
                         3.1.2.2.     The Commission's assessment
(24)     In line with previous cases, the Commission considers that steel wheels for light
         vehicles (passenger cars and light commercial vehicles) form part of a separate
         product market. As mentioned above in paragraph (10), the Parties’ activities do
         not overlap on this market.
(25)     The Commission takes the view that steel wheels for trucks and buses form part
         of the same product market, whereas steel wheels for trailers are likely to form
         part of a separate product market.
                    (a) Steel wheels for buses and trucks
(26)     For the reasons stated below, the Commission takes the view that steel wheels for
         buses and steel wheels for trucks are substitutable from the demand side.
17   Case No. COMP/M.6714 - U-Shin / Valeo CAM, paragraph 7; Case No. COMP/M.4456 - Mahle /
     Dana EPG, paragraphs 11-13; Case No. COMP/M.3972 - TRW Automotive / Dalphi Metal Espana,
     paragraph 11; Case No. COMP/M.2036 - Valeo / Labinal, paragraph 13; Case No. COMP/M.8102 –
     Valeo / FTE, paragraph 18, Case No. COMP/M.7420 - ZF / TRW, paragraph 10.
18   Form CO, paragraphs 109-131.
19   The Notifying Party admits that there is a difference as regards the quality standards between wheels
     for trucks/buses and wheels for trailers, with quality standards for trucks/buses wheels being more
     stringent and i.e. involving a biaxial fatigue test ("LBF" test), but submits that large trailer OEMs,
     which account for approximately 80% of the overall demand of trailer wheels in the EEA, have
     developed technical specifications that are very similar to the truck/bus OEMs and include LBF
     testing. It is only smaller trailer manufacturers and aftermarket customers that require a more basic
     TÜV test.
                                                          5
 ---pagebreak--- (27)     First, the majority of trucks and buses OEMs indicated that the same wheel can
         be mounted on both trucks and buses. According to the customers responding to
         the market investigation, this is true at least for the most common sizes of
         wheels.20
(28)     Second, all customers responding to the market investigation indicated that steel
         wheels for trucks and steel wheels for buses comply with the same technical
         standards.21
(29)     Third, in spite of the market investigation showing differentiated customers'
         behaviours as to sourcing practices - whilst a number of customers do not source
         steel wheels for buses and trucks through the same tenders, a number of others
         indicated that they do22 - all truck and buses OEMs indicated that the price paid
         for steel wheels for trucks is the same of that of steel wheels for buses.
(30)     On the supply side, the market investigation indicated that steel wheels for buses
         and trucks are substitutable as:
(31)     First, steel wheels for trucks and buses are generally manufactured on the same
         production lines;
(32)     Second, manufacturers of steel wheels generally supply wheels for both buses and
         trucks (being in most cases the same wheel); and,
(33)     Third, suppliers of steel wheels generally are not aware whether their wheels will
         be used for trucks or buses, when the two wheels are tendered together by
         OEMs.23
(34)     In view of the above, the Commission has concluded that steel wheels for buses
         and trucks form part of the same market.
                  (b) Steel wheels for trailers
(35)     For the reasons set out below, the Commission takes the view that steel wheels
         for trailers likely do not form part of the same product market as that of steel
         wheels for trucks and buses.
(36)     As regards the demand side, first, customers indicated that steel wheels for trailers
         are generally different than those for trucks and buses24 and comply with
         technical standards different from those of steel wheels for buses and trucks.25 In
         particular, respondents to the market investigation indicated that steel wheels for
20   Replies to question 4 of eQuestionnaire1 – Customers.
21   Replies to question 7 of eQuestionnaire1 – Customers.
22   Minutes of meeting with a competitor, 8 November 2017; Minutes of conference call with a customer,
     15 December 2017; Minutes of conference call with a customer, 4 December 2017.
23   Minutes of conference call with a customer, 4 December 2017.
24   Several trucks/buses manufacturers, such as for example Iveco, Daimler and MAN/Scania, do not
     manufacture trailers, and vice versa (e.g. Schmitz Cargobull only manufactures trailers). See Minutes
     of conference call with a customer, 15 December 2017; Minutes of conference call with a customer, 7
     December 2017; Minutes of conference call with a customer, 12 December 2017; Minutes of
     conference call with a customer, 18 December 2017.
25   Replies to question 12 of eQuestionnaire 1 – Customers.
                                                         6
 ---pagebreak---         trailers are generally heavier than those for buses and trucks and are for that
        reason in practice not mounted on these vehicles. The Commission understands
        that weight is such an important parameter of competition that customers do not
        consider heavier wheels as interchangeable with lighter wheels.26
(37)    Second, steel wheels for trailers are generally sourced in dedicated tenders and are
        not sourced together with steel wheels for trucks and buses.27
(38)    Third, all customers indicated that if faced with a small but significant increase in
        the price of steel wheels for trucks and buses, they would not switch to a steel
        wheel for trailers.28 According to a customer responding to the market
        investigation this is due to a multitude of factors, such as "different sizes, different
        wheel weight, different load capacities".29
(39)    From a supply-side perspective, respondents to the market investigation indicated
        that the quality requirements for steel wheels for trailers are less stringent than
        those for steel wheels for buses and trucks, which renders the production process
        of steel wheels for buses and trucks more demanding than that of steel wheels for
        trailers. The main difference is that the latter are not required to pass the so-called
        LBF test.30 This additional complication to the production of steel wheels for
        trucks and buses explains why Maxion, Mefro Wheels and Gianetti are the only
        suppliers of these products in the EEA, while there are a number of alternative
        suppliers of steel wheels for trailers.31
                         3.1.2.3.   Conclusion
(40)    In light of the above, the Commission concludes that steel wheels for trucks and
        buses are part of one single product market, while steel wheels for trailers are
        likely to form a separate product market. Nevertheless, the exact market
        definition can be left open for the purposes of this decision, given that the
        remedies submitted by the Notifying Party address the competition concerns
        identified by the Commission even under the narrowest plausible market
        definition.
(41)    Steel wheels for trucks, buses and trailers can be manufactured according to two
        different technologies, resulting in (i) single-piece wheels and (ii) multi-piece
        wheels.
(42)    Single-piece wheels consist of a spun disc and roll-formed rim, which are welded
        together. Multi-piece wheels comprise of a wheel rim and separate side ring that
26   Minutes of conference call with a customer, 7 December 2017; Minutes of conference call with a
     customer, 4 December 2017.
27   Form CO, footnote 43.
28   Replies to question 14 of eQuestionnaire 1 – Customers.
29   Reply to question 14.1 of eQuestionnaire 1 – Customers by a customer.
30   The LBF test (also known as biaxial fatigue test) simulates extreme road conditions to determine
     whether the wheel can still perform under significant pressure. Trucks and buses OEMs typically
     require suppliers to have passed this test in addition to their own respective homologation processes.
31   Minutes of conference call with a competitor, 16 January 2018; Minutes of conference call with a
     customer, 7 December 2018.
                                                           7
 ---pagebreak---          snaps into place and holds the inflated tire in place. Single-piece wheels are
         typically used with tubeless tyres, whereas multi-piece wheels, based on an older
         technology, are generally used with tube-type tyres.32
         Figure 1 – single-piece and multi-piece wheels
(43)     Originally, wheels developed for installation with tube tyres were multi-piece
         wheels. With the development of tubeless tyres, single-piece wheels were
         developed. Given that tubeless tyres have today almost completely replaced tube-
         type tyres, single-piece wheels have almost entirely replaced multi-piece
         wheels.33 Therefore, in the EEA the vast majority of trucks, buses and trailers are
         equipped with single-piece wheels, while multi-piece wheels are currently used
         only in certain niche applications (such as construction, military and heavy-duty
         off-road vehicles) representing around 2% of the total demand of wheels for
         trucks, buses and trailers.34
                        3.1.3.1.    The Notifying Party's view
(44)     The Notifying Party submits that single-piece and multi-piece wheels should be
         regarded as forming part of a single product market as:
         (a)      From a demand-side perspective, multi-piece and single-piece wheels are
                  substitutes for one another in almost all material respects. They are
                  manufactured in standard sizes (although in both cases alternative sizes are
                  available), they can be used on a variety of commercial vehicles and their
                  characteristics as regards payload capacity and durability are broadly the
                  same. In addition, single-piece wheels and multi-piece wheels are tendered
                  for together and supplied to the same customers; and,
32   Form CO, paragraph 78.
33   This is because tubeless tyres offer several advantages over tube-type tyres as they offer greater
     contact with the ground and more strength and flexibility, which results in less fuel consumption, less
     ground damage, greater productivity and reduction of the number of times of needing to replace the
     tyre and better comfort as shocks and bumps in the road are better absorbed. See Form CO, paragraph
     142.
34   Form CO, paragraphs 78 and 142.
                                                        8
 ---pagebreak---         (b)      From a supply-side perspective, all suppliers of steel wheels for trucks,
                 buses and trailers manufacture both single-piece and multi-piece wheels.
                 Only Gianetti does not manufacture multi-piece wheels, however it does
                 offer multi-piece wheels […].35
                        3.1.3.2.   The Commission's assessment
(45)    For the reasons set out below, the Commission takes the view that single-piece
        wheels and multi-piece wheels constitute different product markets.36
(46)    First, the production process of multi-piece wheels is significantly different from
        the production process of single-piece wheels and the two types of wheels cannot
        be manufactured on the same production line.37
(47)    Second, multi-piece steel wheels are significantly heavier and are not weight
        optimised. Therefore OEMs would not install them instead of a single-piece
        wheel.38
(48)    Third, the price of multi-piece wheels is not comparable to that of single-piece
        wheels, the former being generally more expensive.39 This is mainly because
        more steel is required and because the production process of multi-piece wheels is
        more labour intensive.40
(49)    Fourth, multi-piece and single-piece wheels differ significantly in their
        underlying technology.41
(50)    Finally, multi-piece and single-piece wheels are used in different applications and
        are not substitutable.42 Multi-piece wheels are used on off-road applications while
        single-piece wheels are for on-road applications. In this regard, the Notifying
        Party has confirmed that a segmentation based on application, consisting of
        wheels for specialty vehicles such as agricultural and construction vehicles,
        would largely coincide with the multi-piece steel wheels segment.43
35   As explained in footnote 5.
36   Minutes of conference call with a competitor, 16 January 2018; Minutes of conference call with a
     competitor, 17 January 2018; Minutes of conference call with a customer, 12 December 2017;
     Minutes of conference call with a customer, 7 December 2017.
37   The Notifying Party has confirmed that multi-piece wheels require up to four parts to be fabricated,
     compared to two parts for a single piece wheel, and as such four separate production processes are
     needed which leads to higher production costs. The Notifying Party has also confirmed that the
     manufacturing process for multi-piece wheels is more labour intensive as it involves a large number
     of manual operations compared to the highly automated process for single-piece wheels. See Form
     CO, paragraphs 153-155.
38   The Notifying Party has confirmed the difference in terms of weight, as well as the lack of weight
     optimisation for multi-piece wheels. See Form CO, paragraph 145.
39   Replies to question 26.2 of eQuestionnaire 1 – Customers.
40   The Notifying Party has confirmed this, see Form CO, paragraph 146.
41   Replies to question 26.2 of eQuestionnaire 1 – Customers.
42   Replies to question 26.3 of eQuestionnaire 1 – Customers.
43   Form CO, paragraph 78.
                                                        9
 ---pagebreak---                       3.1.3.3.   Conclusion
(51)    In view of the above, the Commission considers that single-piece wheels and
        multi-piece wheels do not belong to the same product market.
(52)    In previous decisions regarding automotive components, the Commission has
        defined a delineation by reference to the distribution channel to which the
        component is supplied, between (i) products for the OEM market (which
        encompasses both OEM and OES products) and (ii) products sold to the IAM.44
                      3.1.4.1.   The Notifying Party's view
(53)    The Notifying Party claims that it is not necessary to segment by reference to the
        distribution channel to which the product is supplied, as wheels for trucks, buses
        and trailers are particularly durable and their lifecycle typically outlasts the
        lifecycle of the vehicle for which they are produced. As a result, wheels are
        replaced only in exceptional circumstances, for example following an accident.45
                      3.1.4.2.   The Commission's assessment
(54)    The Commission has assessed in previous decisions the relevance of the
        aftermarket in certain durable automotive components and decided that no IAM
        had to be considered in situations where the product lasts for the lifetime of the
        vehicle.46
(55)    Contrary to wheels for passenger cars which are changed frequently (for instance
        seasonally) steel wheels for trucks, buses and trailers generally outlast the vehicle
        where they are mounted and are only replaced in exceptional circumstances. In
        the case of the Parties, sales of steel wheels for trucks, buses and trailers to the
        IAM in the EEA represent a very small share of their sales: […]% of Gianetti's
        sales and […]% of Mefro Wheels'.47 Steel wheels for trucks, buses and trailers are
        designed to last for 15-20 years.48
                      3.1.4.3.   Conclusion
(56)    However it is not necessary for the Commission to consider whether the market
        for steel wheels for trucks, buses and trailers could be further segmented
        according to the distribution channel to which the component is supplied given
        that the remedies submitted by the Notifying Party will address any possible
        competition concerns identified by the Commission on all plausible markets.
44   Case No. COMP/M.4456 – Mahle / Dana EPG, paragraph 10; Case No. COMP/M.7401 – Blackstone
     / Alliance BV / Alliance automotive group, paragraph 12; Case No. COMP/M.6319 – Triton /
     Europart, paragraph 18; Case No. COMP/M.6063 – Itochu / Speedy, paragraph 16; Case No.
     COMP/M.6718 – Toyota Tsusho Corporation / CFAO, paragraph 20.
45   Form CO, paragraphs 159 and 160.
46   Case No. COMP/M.7420 - ZF/TRW, paragraph 36.
47   Form CO, footnote 71.
48   Form CO, paragraph 340.
                                                   10
 ---pagebreak--- 3.2.     Geographic market definition
(57)     The Commission has in previous decisions considered that the geographic scope
         of the market for the supply of automotive components to the OEM market is at
         least EEA-wide.49
(58)     The Notifying Party claims that the market concerned is at least EEA-wide in
         scope, but also submits that there are indications that the geographic scope could
         extend beyond the EEA.
(59)     The Notifying Party however submits that for the purpose of the Transaction there
         is no need to reach a definitive conclusion with regard to the geographic market.
         Data is provided on an EEA-wide basis as regards all plausible OEM markets.
(60)     The results of the market investigation broadly confirm the Notifying Party's
         claim, both as regards steel wheels for trucks and buses and steel wheels for
         trailers, and as regards single-piece and multi-piece wheels.50
(61)     Customers indicated that tenders for these products are organised at EEA level.
         Certain respondents indicated that their sourcing is centralised on a global level,
         but explained that suppliers can submit bids limited to the geographic areas in
         which they are active, and that the EEA is regarded as one of the regions.51
(62)     Customers responding to the market investigation also indicated that they source
         the majority of steel wheels (for all types of vehicles) for their EEA demand from
         plants located in the EEA. However, a proportion of the demand is imported from
         plants located in Turkey. In this respect, respondents to the market investigation
         indicated that more than 60%, and for some respondents more than 90%, of steel
         wheels originate from plants located in the EEA.52
(63)     Customers responding to the market investigation also indicated that price and
         non-price considerations restrict the geographic area of sourcing of steel wheels:
(64)     First, as regards price considerations, customers responding to the market
         investigation indicated that sourcing steel wheels further away than the EEA
         would significantly increase transport and logistic costs, thus making the sourcing
         non-competitive;
49   Case No. COMP/M.7174 - Federal-Mogul Corporation / Honeywell Friction Materials, paragraph
     20; Case No. COMP/M.6183 - Mahle / Behr, paragraph 16; Case No. COMP/M.5862 - Mahle / Behr /
     Behr Industry, June 2010, paragraph 15; Case No. COMP/M.4878 - Continental / Siemens VDO,
     paragraphs 50-51; Case No. COMP/M.4456 - Mahle / Dana EPG, paragraphs 19-23; Case No.
     COMP/M.4271 - Daikin / Oyl, October 2006, paragraph 18.
50   Minutes of conference call with a customer, 7 December 2017; Minutes of conference call with a
     customer, 15 December 2017; Minutes of conference call with a customer, 4 December 2017;
     Minutes of conference call with a customer, 12 December 2017; Minutes of conference call with a
     customer, 18 December 2017.
51   Replies to question 45.1 of eQuestionnaire 1 – Customers.
52   Replies to question 30 of eQuestionnaire 1 – Customers.
                                                       11
 ---pagebreak--- (65)    Second, customers responding to the market investigation indicated that sourcing
        wheels from further away than the EEA and Turkey would cause potential issues
        in the logistic chain, as it will be more difficult for suppliers to respect delivery
        lead times; and,
(66)    Third, customers responding to the market investigation indicated that suppliers
        outside the EEA (including imports from Turkey) are not currently able to supply
        wheels meeting the requirements of European OEMs. Therefore, OEMs procure
        wheels for their activities in the EEA generally only within the EEA.53
(67)    In view of the results of the market investigation and in line with previous cases,
        the Commission has concluded that the geographic scope of the market of steel
        wheels for trucks, buses and trailers for OEMs is EEA-wide.54 This is the case for
        all types of wheels (multi-piece and single-piece, steel wheels for trucks, buses
        and trailers).
3.3.    Conclusion on market definition
(68)    In light of the above, the Commission considers that the relevant markets with
        regard to the Transaction are:
        (a)      The EEA-wide market for the manufacture and supply of single–piece
                 steel wheels for trucks, buses and trailers for the OEM market with a
                 possible sub-segmentation between a market for trucks/buses and a
                 separate market for trailers; and,
        (b)      The EEA-wide market for the manufacture and supply of multi–piece steel
                 wheels for trucks and buses.55
4.      COMPETITIVE ASSESSMENT
4.1.    Horizontal effects
(69)    The Notifying Party claims that the Transaction will not result in a significant
        impediment to effective competition as a result of horizontal non-coordinated
        effects on any of the affected markets:
(70)    First, the Transaction will not materially change the competitive dynamics of the
        market. According to the Notifying Party, the largest customers (i.e., truck and
        bus OEMs) tend to award a significant proportion of their volume requirements
        (more than 50% and up to 80% of their total requirements) to a single player in
        order to achieve maximum price competition while ensuring security of supply.
53   Replies to question 33 of eQuestionnaire 1 – Customers.
54  The wheels manufactured in Turkey for installation on buses and trucks in the EEA are fully compliant
    with the technical specification and the quality and design standard applicable in the EEA. Also, these
    wheels are tendered for installation on EEA buses and trucks.
55 Gianetti does not have sales of multi-piece steel wheels for trailers.
                                                         12
 ---pagebreak---         Suppliers with the highest levels of capacity must maintain a significant “share of
        wallet” of these OEMs in order to cover their costs, and so the largest suppliers
        compete hard to retain volume and increase it where possible. […]. The Notifying
        Party contends that the Transaction will not change this dynamic.
(71)    Second, competition from low-cost country suppliers is expected to increase in
        the near future. According to the Notifying Party, [low-cost country suppliers'
        prices are expected to be lower and they are credible competitors].
(72)    Third, the Notifying Party claims that OEMs have a significant degree of
        countervailing buyer power. This is because demand is concentrated in a small
        number of large, sophisticated purchasers using a variety of procurement
        strategies to maximise competition between suppliers. According to the Notifying
        Party, after the Transaction these customers [will retain their ability to switch].
                      4.1.2.1.   Horizontal non-coordinated effects: single–piece steel
                                 wheels for trucks and buses (and trailers)
                 (a) Market Structure
(73)    Below are the estimated market shares of the Parties for the supply of single-piece
        steel wheels on the overall market of single-piece steel wheels for trucks, buses
        and trailers as well as on the narrower market of steel wheels for trucks and buses
        in the EEA for the period 2014-2016:
  Table 1 – EEA-market shares (in volume) –trucks, buses and trailers, single-piece wheels
                                  2014                      2015                       2016
         Gianetti               [10-20]%                 [10-20]%                   [10-20]%
     Mefro Wheels               [50-60]%                 [50-60]%                   [40-50]%
       Combined                 [60-70]%                 [60-70]%                   [50-60]%
         Maxion                 [30-40]%                 [30-40]%                   [30-40]%
          Others                 [0-5]%                    [0-5]%                    [5-10]%
           Total                  100%                      100%                       100%
  Source: Form CO
  Table 2 – EEA-market shares (in volume) –trucks and buses, single-piece wheels
                                  2014                      2015                       2016
         Gianetti               [10-20]%                 [10-20]%                   [10-20]%
     Mefro Wheels               [50-60]%                 [50-60]%                   [40-50]%
       Combined                 [60-70]%                 [60-70]%                   [60-70]%
         Maxion                 [30-40]%                 [30-40]%                   [30-40]%
          Others                 [0-5]%                    [0-5]%                     [0-5]%
           Total                  100%                      100%                       100%
  Source: Form CO
(74)    The Transaction will result in the reduction of competitors on the market for
        single-piece steel wheels for trucks and buses from 3 to 2 in the EEA, with the
        only large remaining competitor being Maxion.
                                                   13
 ---pagebreak---                   (b) Competitive assessment
(75)     The following assessment is carried out on the basis of the narrowest plausible
         market, meaning the market for single-piece steel wheels for trucks and buses.
         However the same conclusions apply to the broader market encompassing single-
         piece steel wheels for buses, trucks and trailers. The competitive dynamics on this
         broader market are in fact similar, and the competitive constraint imposed by the
         additional players applies only to the sub-segment of sales to trailer
         manufacturers, which represents only about one third of the market.
(76)     The Commission further observes that the trailer segment accounts for a
         negligible proportion of the overlap between the Parties’ activities given
         Gianetti's minimal position in the trailer segment, amounting to only [0-5]%.
         Therefore, the assessment carried out and the conclusion reached below on the
         market for single-piece steel wheels for trucks and buses would apply in the same
         manner should the overall market of single-piece steel wheels for trucks, buses
         and trailers be retained.
(77)     Contrary to the Notifying Party's claim, the Commission takes the view that the
         Transaction will result in a significant impediment to effective competition on the
         EEA market for the production and sale of single-piece steel wheels for trucks
         and buses for the reasons set out below.
(78)     First, as indicated above, the Transaction will result in a reduction of the number
         of suppliers of steel wheels for trucks and buses from three to two. The
         Transaction will also result in the creation of the largest player on the market and
         the reinforcement of Mefro Wheels' existing strong position on the market.
(79)     Second, in consistency with the information provided by the Notifying Party, the
         vast majority of customers that responded to the market investigation indicated
         that, at least for the most common wheel sizes56, they multisource and generally
         select a supplier for the majority of the supply volume (the main supplier) and a
         supplier for the remaining proportion (the back-up supplier).57 Those OEMs that
         do not multisource for individual wheel sizes nonetheless have a global multi-
         sourcing strategy.
(80)     The Transaction will therefore eliminate the possibility of OEMs to switch
         suppliers as OEMs will not have any supplier to switch to. Rather, they will only
         be left with the possibility to allocate volumes between Maxion and the merged
         entity (which, depending on the contract will be main or back-up supplier),
         thereby limiting their countervailing bargaining power. Indeed, switching
         suppliers is not immediate but nonetheless possible and not uncommon in the
         market place, as the market investigation indicated, and as a result of the
         Transaction the OEMs will thus be deprived of a tool to react to price increases
         vis-à-vis their suppliers: switching or threaten to switch to non-contracted
56   The 22.5"x9" and the 22.5"x11.75" steel wheels are the "industry standard" for the truck/bus and
     trailer wheel respectively. These two wheel sizes are mounted on approximately 70% of all
     commercial vehicle applications. See Form CO, paragraph 432.
57   The Commission understands that the percentage of supply allocated to the main and back-up supplier
     respectively varies on a case-by-case basis.
                                                     14
 ---pagebreak---          suppliers. As a consequence, the disciplining effect of the OEMs on the merged
         entity will be greatly diminished.
(81)     Third, the responses of the customers contradicted the Notifying Party's claim that
         low-cost country suppliers impose a competitive constraint on the EEA suppliers.
         None of the OEMs responding to the market investigation has in fact qualified
         any low-cost country supplier for the supply of steel wheels for buses and
         trucks.58
(82)     Customers further indicated that they do not expect the competitive constraint
         imposed by low-cost countries' producers to increase in the foreseeable future.
         Only a limited number of OEMs are in the process of qualifying low-cost country
         suppliers. In most cases however either that process has failed or the qualification
         process is not expected to be successfully carried out before the next 3 to 5
         years.59
(83)     The analysis of the bidding data collected by the Commission in the course of the
         investigation (the "Bidding Data")60 supported these findings. The Bidding Data
         indicate that only the Parties and Maxion compete on the market for the supply of
         steel wheels for buses and trucks. In fact, in all the tenders recorded the Parties
         and Maxion were shortlisted, while in only two observations a low-cost country
         supplier was shortlisted. The Bidding Data also indicated that only Maxion and
         the Parties have been allocated volumes (either as main supplier or back-up
         supplier).
(84)     Fourth, the market investigation indicated that customers generally consider the
         Parties to be close competitors. The majority of customers in fact consider
         Maxion as the main player on the EEA market, followed by Mefro Wheels and
         Gianetti. This finding confirms the data provided by the Parties, which indicates
         that in terms of […]. The difference in market share between Gianetti on the one
         hand and Mefro Wheels and Maxion on the other is mainly due to the difference
         in production capacity. Also, an analysis of the evolution of the market shares
         shows that the volumes lost by Mefro Wheels have not only been captured by
         Maxion, but also in an almost equal amount by Gianetti.
(85)     Finally, the investigation indicated that barriers to entry on this market are high,
         the main being the compliance with the technical requirements of the OEMs.
         Customers explained that completing the homologation process is essential to be
         able to supply them, and that this process takes a considerable amount of time (in
         excess of 1-2 years) and a significant investment (in excess of EUR 200 000).
(86)     Barriers to entry are further raised by the fact that the Parties and Maxion are in
         the process of developing lighter steel wheels. A new entrant on the EEA market
         would not only need to successfully satisfy all the technological and engineering
58   Replies to question 40 of eQuestionnaire 1 – Customers.
59   Replies to question 41 of eQuestionnaire 1 – Customers.
60   The Bidding Data has been collected from OEMs and covers tenders for the supply of steel wheels for
     buses and trucks issued in the past 5 years. The Bidding Data indicates for each tender separately (i)
     the suppliers that received a request for quotation ("RFQ"), (ii) the suppliers who submitted a bid, (iii)
     the ones that have been shortlisted, (iv) the main supplier selected, (v) the back-up supplier selected
     and (vi) in some instances, the first runner-up. The Bidding Data do not distinguish between single-
     piece and multi-piece wheels.
                                                          15
 ---pagebreak---        requirements necessary to pass the qualification processes of all the OEMs; it
       would also have to bridge that Research & Development ("R&D") gap to become
       a competitive force on the market.
(87)   A significant proportion of customers indicated that they would not mount a
       heavier steel wheel on their vehicles, and an equivalent proportion indicated that
       it would do so only in case of a significant price difference. OEMs that indicated
       their openness to mount heavier wheels however indicated that the additional
       weight they are prepared to accept is in the order of 2 kilograms at most. The
       market investigation indicated that low-cost country suppliers' wheels are
       currently more than 2 kilograms heavier than the wheels supplied by EEA
       suppliers and that the ones under development will most likely not be in that
       weight range either.
(88)   The Commission therefore understands that a low-cost country supplier willing to
       enter the EEA market, further to successfully completing the qualification
       process, would have to carry out significant R&D efforts to become an effective
       competitive constraint on the market.
(89)   This is further supported by the fact that OEMs did not observe any entry of new
       players on the EEA market for the supply of steel wheels for trucks and buses in
       the past 3 to 5 years, nor do they expect entry of new players in the next 3 to 5
       years.61
                (c) Conclusion
(90)   For the reasons set out in paragraphs (75) to (89) above, and in light of the market
       investigation and of the evidence available to it, the Commission takes the view
       that the Transaction raises serious doubts as to its compatibility with the internal
       market by way of horizontal non-coordinated effects in respect of the EEA market
       for the production and sale of single-piece steel wheels for buses and trucks62.
                      4.1.2.2.     Horizontal non-coordinated effects: single-piece steel
                                   wheels for trailers
                (a) Market Structure
(91)   Below are the estimated market shares of the Parties for the supply of single-piece
       steel wheels for trailers in the EEA for the period 2014-2016:
61 Replies to questions 53.1, 53.1.1, 54.1 and 54.1.1 of eQuestionnaire 1 – Customers.
62 For the reasons stated in paragraphs (75)and (76) above, this conclusion is also valid for the broader
   market comprising single-piece steel wheels for trucks, buses and trailers.
                                                        16
 ---pagebreak---  Table 3 – EEA-market shares (in volume) – trailers, single-piece wheels
                                      2014                       2015                       2016
          Gianetti                   [0-5]%                     [0-5]%                     [0-5]%
      Mefro Wheels                 [50-60]%                   [40-50]%                   [40-50]%
        Combined                   [50-60]%                   [40-50]%                   [40-50]%
          Maxion                   [30-40]%                   [30-40]%                   [40-50]%
           Others                  [10-20]%                   [10-20]%                   [10-20]%
           Total                      100%                       100%                       100%
  Source: Form CO
(92)     Gianetti is not active in the supply of multi-piece wheels for trailers, and therefore
         the Transaction does not generate an overlap on that market.
                  (b) Competitive assessment
(93)     For the reasons set out below, the Commission takes the view that the Transaction
         will not result in a significant impediment of effective competition on the EEA
         market for single-piece steel wheels for trailers.
(94)     First, the increment brought about by the Transaction is limited. Gianetti's market
         share is estimated at [0-5]% in each of the past three years […].63 The
         Commission therefore takes the view that the Transaction will not significantly
         alter the competitive structure of the market.
(95)     Second, the market investigation indicated that on the market for the manufacture
         and sale of single-piece steel wheels for trailers, low-cost country producers do
         impose a competitive constraint.
(96)     Customers responding to the market investigation explained that steel wheels for
         trailers have to comply with different, less stringent, technical requirements, and
         that low cost country suppliers are able to actively supply them in the EEA. This
         is reflected in the structure of the market, as almost 20% of the supply (under the
         heading "others") comes from low-cost country suppliers.
(97)     Third, the barriers to entry in this market are relatively low. Aside from the less
         stringent and easier-to-meet technical requirements, the market investigation
         indicated that steel wheels for trailers are heavier and OEMs and end customers
         are more concerned about the price rather than the weight. In that respect,
         therefore, low-cost country suppliers would not need to overcome the further
         barrier constituted by the R&D gap to develop a lighter wheel.
(98)     This conclusion is further supported by the fact that customers indicated that they
         observed entry of new players, precisely from low-cost countries, in the past 5
         years and are expecting new low-cost country suppliers to enter the market in the
         next 3 to 5 years.64
63   Gianetti's prospective market share in steel wheels for trailers in the EEA is estimated to be [0-10]%
     in 2017, [0-10]% in 2018 and [0-10]% in 2019 (Form CO, table 15).
64   Replies of questions 53.2, 53.2.1, 54.2 and 54.2.1 of eQuestionnaire 1 – Customers.
                                                         17
 ---pagebreak---                   (c) Conclusion
(99)    In light of the above, the Commission takes the view that the Transaction does not
        raise serious doubts as to its compatibility with the internal market in respect of
        the EEA market for the production and sale of single-piece steel wheels for
        trailers.
                       4.1.2.3.  Horizontal non-coordinated effects: multi-piece steel
                                 wheels for trucks and buses
                  (a) Market Structure
(100) Below are the estimated market shares of the Parties for the supply of multi-piece
        steel wheels for trucks and buses in the EEA for the period 2014-2016:
  Table 4 – EEA-market shares (in volume) – trucks and buses, multi-piece wheels
                                   2014                    2015                     2016
         Gianetti               [10-20]%                [20-30]%                 [20-30]%
      Mefro Wheels              [20-30]%                [20-30]%                 [20-30]%
       Combined                 [40-50]%                [40-50]%                 [40-50]%
         Maxion                 [60-70]%                [50-60]%                 [50-60]%
          Others                  [0-5]%                  [0-5]%                   [0-5]%
           Total                   100%                    100%                     100%
  Source: Form CO
(101) The Commission observes that sales of multi-piece steel wheels for trucks and
        buses in the EEA are limited, amounting to approximately 110 000 wheels in
        2016.65
                  (b) Competitive assessment
(102) For the reasons below, the Commission takes the view that the Proposed
        Transaction will result in a significant impediment to effective competition on the
        EEA market for the production and sale of multi-piece steel wheels for trucks and
        buses.
(103) As evidenced in Table 4 above, the Proposed Transaction will result in the
        reduction of suppliers from three to two. Differently from the market for single-
        piece steel wheels for buses and trucks, however, on this market Maxion is, and
        will remain post Transaction, the market leader while the merged entity will
        become the second player. No other competitor has been observed.
(104) Apart from this difference in the market structure, the assessment carried out
        above in relation to single-piece steel wheels for trucks and buses does not
        materially differ and applies thus to the market for the manufacture and sale of
        multi-piece steel wheels for trucks and buses as well. The Parties in fact are close
        competitors also on this market and the OEMs will be deprived of choice as to
        their suppliers, and therefore – as explained above – their countervailing
        bargaining power will be significantly diminished.
65   Form CO, table 21.
                                                   18
 ---pagebreak---                (c) Conclusion
(105) For the reasons set out in paragraphs (100) to (104) above, and in light of the
      market investigation and of the evidence available to it, the Commission takes the
      view that the Proposed Transaction raises serious doubts as to its compatibility
      with the internal market by way of horizontal non-coordinated effects in respect
      of the EEA market for the production and sale of multi-piece steel wheels for
      trucks and buses.
4.2.  Coordinated effects: wheels for passenger cars and LCVs
(106) As explained above (see paragraph (10)), Accuride holds a majority share in
      Gianetti (80.94%) while the remaining 19.06% is owned by MW Italia. Both MW
      Italia and Mefro Wheels are active in the production and sale of steel wheels for
      passenger cars ("PC") and light commercial vehicles ("LCV").
(107) In past decisions, the Commission has generally regarded each component to
      constitute a separate product market. Further, the Commission generally
      considered, without however reaching a definitive conclusion, that the market for
      each component could be further segmented between PC and LCV.
(108) MW Italia has a share of [20-30]% on the plausible market for the manufacture
      and sale of steel wheels for PC, and [20-30]% on the market for the manufacture
      and sale of steel wheels for LCVs, while Mefro Wheels has a share of [10-20]%
      on the market for the manufacture and sale of steel wheels for PCs and of [50-
      60]% on the market for the manufacture and sale of steel wheels for LCVs.
(109) In its assessment, the Commission has analysed whether the Transaction could
      enable Accuride and MW Italia to coordinate their behaviour on those markets
      because of their joint presence on Gianetti's board. Particularly, the Commission
      has assessed whether its presence on Gianetti's board could allow MW Italia to
      obtain sensitive information on Mefro Wheels' competitive behaviour on the
      market for wheels for PCs and LCVs.
(110) The Notifying Party claims that this scenario is purely speculative as […] MW
      Italia will not receive any kind of information on its competitive behaviour on the
      market.
(111) Post-Transaction, Accuride plans to […].
(112) As regards the information flow, the Notifying Party claims that MW Italia
      currently […].
(113) The Commission takes the view that the risk of cooperative effects of the
      Transaction in relation in particular to the market for the manufacture and sale of
      steel wheels for LCV cannot be excluded. First, this market is a neighbouring
      market to the markets for steel wheels for heavy commercial vehicles. Second,
      both Mefro Wheels and MW Italia are important competitors on the market for
      the manufacturing and sales of steel wheels for LCVs with high individual market
      shares of [50-60]% and [20-30]% and a combined market shares of [80-90]%
      which would likely make coordination profitable. Third, the relative turnover of
      Gianetti, which could be used as a vehicle of coordination, is significant in
      relation to the turnover of the parents, MW Italia and Accuride.
                                               19
 ---pagebreak--- (114) The Commission however considers that it is not necessary to conclude whether
        the Transaction raises serious doubts with regard to coordinated effects, as in any
        event, as explained in paragraph (130) below, the remedies proposed by the
        Notifying Party will remove any link with MW Italia and therefore solve any
        possible competition concerns in this respect.
4.3.    Conclusion on the competitive assessment
(115) In light of the above, the Commission takes the view that the Transaction raises
        serious doubts as to its compatibility with the internal market as a result of
        horizontal non-coordinated effects on the following EEA-wide markets:
        (a)      Production and sale of single-piece steel wheels for trucks and buses; and,
        (b)      Production and sale of multi-piece steel wheels for trucks and buses.
5.      PROPOSED REMEDIES
(116) In order to render the concentration compatible with the internal market, the
        undertakings concerned have modified the notified concentration by entering into
        the following commitments, which are annexed to this decision and form an
        integral part thereof.
      5.1.   Framework for the assessment of the Commitments
(117) As background, the following principles, as referred to in Commission Regulation
        (EC) No 802/2004, and in the Commission Notice on remedies acceptable under
        the Merger Regulation (“the Remedies Notice”)66, notably apply where the parties
        to a merger choose to offer commitments with a view to rendering the
        concentration compatible with the internal market.
(118) Where the Commission finds that a concentration raises competition concerns in
        that it could significantly impede effective competition, in particular as a result of
        the creation or strengthening of a dominant position, the Parties may seek to
        modify the concentration in order to resolve the competition concerns and thereby
        gain clearance of their merger.67
(119) The Commission only has power to accept commitments that are deemed capable
        of rendering the concentration compatible with the internal market so that they
        will prevent a significant impediment of effective competition in all relevant
        markets where competition concerns were identified.68 To this aim, the
        commitments have to eliminate the competition concerns entirely69 and have to be
        comprehensive and effective from all points of view.70
66   Commission notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under
     Commission Regulation (EC) No 802/2004 (the “Remedies Notice”), OJ 2008/C 267/01.
67   Remedies Notice, recital 5.
68   Remedies Notice, recital 9.
69   See also Case C-202/06 P Cementbouw Handel & Industrie v Commission [2007] ECR 2007 I-
     12129, paragraph 54.
70   Remedies Notice, recitals 9 and 61.
                                                   20
 ---pagebreak--- (120) In assessing whether the proposed commitments will likely eliminate the
       competition concerns identified, the Commission considers all relevant factors
       including inter alia the type, scale and scope of the proposed commitments,
       judged by reference to the structure and particular characteristics of the market.71
(121) Commitments in Phase I can only be accepted where the competition concerns are
       readily identifiable and can be easily remedied. The remedies need to be so clear-
       cut that it is not necessary to enter into an in-depth investigation as to whether
       they are sufficient to rule out 'serious doubts' within the meaning of Article
       6(1)(c) of the Merger Regulation.72 The commitments must be capable of being
       implemented effectively within a short period of time.73
(122) In this regard 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.74
(123) It is against this background that the Commission assessed the viability, the
       workability, the effectiveness and the ability of the proposed commitments to
       entirely eliminate the competition concerns identified.
     5.2.   Procedure
(124) To remedy the serious doubts identified following the phase I market
       investigation, the Notifying Party formally proposed commitments on 16 March
       2018 ("the Commitments").
(125) The results of the market test were positive in that most respondents agreed that
       the Commitments would remedy the Commission's serious doubts.
(126) The Commission informed the Parties of the outcome of the market test during a
       conference call on 16 April 2018.
(127) Following this feedback the text of the commitments was amended and finally
       filed on 20 April 2018.
     5.3.   Description of the Commitments
(128) The Commitments proposed by the Notifying Party consist of the divestiture of
       Gianetti as a fully operational stand-alone legal entity (the "Divestment
       Business").
(129) The Divestment Business operates one single plant in the North of Italy, which
       will be fully transferred, with all assets, personnel, licenses and contracts. All the
       customers and suppliers' contracts are in the name of the Divestment Business and
       will be transferred to the buyer.75
71  Remedies Notice, recital 12.
72  Remedies Notice, recital 81.
73  Remedies Notice, recital 9.
74  Remedies Notice, recital 23.
75  This with the exception of two servicing contracts that have been put in place by Accuride globally
    and concern (i) […]. However, for those services it would be possible for the purchaser to directly
                                                      21
 ---pagebreak--- (130) Accuride currently owns 80.94% of Gianetti's share capital, the remaining
        19.06% is owned by MW Italia. The shareholder agreement entered into by and
        between Accuride and MW Italia granted the latter a right of first refusal in the
        event of sale of Accuride's share to a third party. This right was however waived
        by MW Italia prior to notification. The shareholders agreement also includes a
        drag and tag along right in case of a sale of Accuride's share to third parties. On
        this basis Accuride will be divesting 100% of the Divestment Business.
(131) The Notifying Party submits that the Commitments would entirely eliminate all
        overlaps, as Accuride is active in the EEA via the Divestment Business only,
        therefore removing any competition concern raised by the Transaction.
(132) The Notifying Party submits that the Divestment Business is a viable and
        competitive business. It includes all business activities and related assets for the
        manufacturing and sale of steel wheels (single-piece and multi-piece)76 for trucks,
        buses and trailers that will enable it to continue operating and competing post-
        divestment. It will also allow for a swift divestment process that can be
        implemented within a short time period.
(133) Moreover, the Notifying Party has explained that Gianetti was acquired in
        November 2015 and it entered into a commitment with the seller (MW Italia) to
        carry out investments of EUR […] over the following three years. As a result, a
        number of operational improvements have been performed resulting in higher
        levels of productivity and profitability of the plant. Further, the Notifying Party
        has committed to implement the remaining investments that are still pending from
        those committed before 30 June 2018.77 These investments will improve the
        competitiveness as well as the attractiveness of the Divestment Business for
        suitable purchasers.
(134) The Notifying Party has also committed to sell the Divestment Business to a
        suitable purchaser, defined as (i) independent from any of the Parties, (ii) having
        the necessary financial stability and proven expertise to manage the Divestment
        Business, and (iii) unlikely to raise prima facie competition concerns.78
(135) In addition the Notifying Party has entered into related commitments, inter alia, a
        hold-separate obligation and the appointment of a monitoring trustee to ensure the
        continued viability and competitiveness of the Divestment Business and
        compliance of the Notifying Party with the Commitments.79
(136) In parallel to the market test, the Notifying Party initiated the sales procedure of
        the Divestment Business and received a number of letters of interest from
        interested potential buyers.
    enter into supply arrangements to cover the same products and services for the Divestment Business,
    either with the same suppliers or with alternative providers. In any case, Accuride has also committed
    to use its best efforts to assist the Purchaser in negotiating competitive terms […]. (Paragraph 2(c) of
    the Schedule to the Commitments).
76  Gianetti does not manufacture multi-piece steel wheels but procures them from a third-party supplier
    and sells them to its customers.
77  Clause 6(c) of the Commitments.
78  Section D of the Commitments.
79  Section E of the Commitments.
                                                          22
 ---pagebreak--- 6.     ASSESSMENT OF THE PROPOSED REMEDIES
(137) The Commission launched the market test of the Commitments proposed by the
       Notifying Party on 26 March 2018 with customers and 9 April 2018 with
       potential purchasers. The results of the market test indicated that the divestment
       of the Gianetti Divestment Business to a suitable purchaser is sufficient to remove
       the competition concerns raised by the Proposed Transaction.
(138) The vast majority of respondents to the market test confirmed that the
       Commitments would remove competition concerns on the markets for single-
       piece and multi-piece steel wheels for trucks and buses as well as on the overall
       market for single-piece steel wheels for trucks, buses and trailers.80
(139) The Divestment Business has also come about as a viable undertaking that will
       continue to be a competitive force on the market post-divestment and that will
       allow the new purchaser to reach customers effectively. Moreover, none of the
       replies raised any substantive issue or identified risks in the divestment that could
       threaten the viability of the Divestment Business.81 The replies also showed that
       there are no third party rights or other decisive elements that would be necessary
       for the Divestment Business to be competitive.82
(140) One respondent indicated concerns with regard to the customers approving the
       transfer of the Divestment Business, […].83
(141) The Commission however considers that it does not significantly threaten the
       viability of the Divestment Business.
(142) First, the Commission notes that […].84
(143) Second, Accuride has agreed to commit to use it best efforts to […].85
(144) Third, even if Volvo […], it would not cause significant harm to the Divestment
       Business so as to threaten its viability […].86 […].87
(145) Fourth, the vast majority of customers that replied to the market test stated that
       […],88 which contributes to preserving its profitability and viability post
       divestment, as well as its attractiveness for potential purchasers.
(146) The market test further confirmed that the Divestment Business is an attractive
       business that can capture interest from suitable purchasers.89 Those purchasers,
       complying with the relevant criteria of financial stability and expertise, would be
80  Replies to questions 1 to 1.4 of eQuestionnaire 1 – Customers – Remedies and questions 1 to 1.4 of
    Questionnaire 2 – Competitors – Remedies.
81  Replies to questions 2 to 4.2 of eQuestionnaire 1 – Customers – Remedies.
82  Replies to questions 4 and 4.1 of eQuestionnaire 2 – Competitors – Remedies.
83  Replies to questions 3.1 and 5 of eQuestionnaire 2 – Competitors – Remedies.
84  […].
85  Section C, paragraph 6(d) of the Commitments.
86  Reply to question 3 of RFI 3 – Parties.
87  Form CO, table 26.
88  Replies to questions 13 to 14.1 of eQuestionnaire 1 – Customers – Remedies.
89  Replies to questions 7, 7.1, 15 and 15.1 of eQuestionnaire 2 – Competitors – Remedies.
                                                        23
 ---pagebreak---        in a position to be an effective force able to compete against the combined entity
       post-Transaction in the EEA in the markets for steel wheels for trucks and
       buses.90
(147) Concerning suitable purchasers more precisely, replies to the market test
       nevertheless reflected that the purchaser should have previous experience in the
       automotive sector, although not necessarily in the manufacturing of wheels:
       experience as regards other automotive components would be sufficient. When
       asked which companies could be suitable suppliers, replies showed a wide variety
       of possibilities, including producers of different automotive components, steel or
       aluminium producers or financial investors with experience in the sector.91
(148) The Commission communicated to the Notifying Party the feedback concerning
       the nature of a suitable purchaser. Accordingly, the Notifying Party modified the
       text of the Commitments to ensure that a financial investor could only be
       considered a suitable purchaser to the extent that it has previous experience in the
       automotive sector.92
(149) The proposed Commitments eliminate entirely the competition concerns
       identified given they will remove the complete overlap between the Parties’
       activities. They are also comprehensive and effective, and capable of being
       implemented in a short period of time due to the lack of risks or difficulties
       involved.
(150) Finally, since there is sufficient interest of potentially suitable buyers as proven
       by the results of the market test as well as the interest shown to the Notifying
       Party in the sale process,93 and given the likely absence of implementation risks,
       an upfront buyer setting does not appear appropriate.
(151) For the reasons outlined above, the Commitments entered into by the
       undertakings concerned are sufficient to eliminate the serious doubts as to the
       compatibility of the transaction with the internal market.
(152) The Commitments in Section B of the Annex constitute conditions attached to
       this decision, as only through full compliance therewith can the structural changes
       in the relevant markets be achieved. The other commitments set out in the Annex
       constitute obligations, as they concern the implementing steps which are
       necessary to achieve the modifications sought in a manner compatible with the
       internal market.
90  Replies to questions 5 to 6.4.1 of eQuestionnaire 1 – Customers – Remedies. For the reasons outlined
    in paragraphs (75) and (76) the same applies to the broader market comprising single-piece steel
    wheels for trucks, buses and trailers.
91  Replies to questions 7 to 12 of eQuestionnaire 1 – Customers – Remedies and replies to questions 8 to
    13 of eQuestionnaire 2 – Competitors – Remedies.
92  Section D, paragraph 14(c) of the Commitments.
93  According to the Notifying Party, […].
                                                       24
 ---pagebreak--- 7.    CONCLUSION
(153) 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, subject to full
      compliance with the conditions in section B of the Commitments annexed to the
      present decision and with the obligations contained in the other sections of the
      said commitments. This decision is adopted in application of Article 6(1)(b) in
      conjunction with Article 6(2) of the Merger Regulation and Article 57 of the EEA
      Agreement.
                                                   For the Commission
                                                   (Signed)
                                                   Phil HOGAN
                                                   Member of the Commission
                                             25
 ---pagebreak---                    CASE M.8652 – ACCURIDE / MEFRO WHEELS
               COMMITMENTS TO THE EUROPEAN COMMISSION
Pursuant to Article 6(2) of Council Regulation (EC) No. 139/2004 (the “Merger
Regulation”), Accuride Corporation (the “Notifying Party”) hereby enters into the
following Commitments (the “Commitments”) vis-à-vis the European Commission (the
“Commission”) with a view to rendering the acquisition of mefro wheels GmbH by
Accuride (the “Concentration”) compatible with the internal market and the functioning
of the EEA Agreement.
This text shall be interpreted in light of the Commission’s decision pursuant to Article
6(1)(b) of the Merger Regulation to declare the Concentration compatible with the
internal market and the functioning of the EEA Agreement (the “Decision”), in the
general framework of European Union law, in particular in 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 (the “Remedies Notice”).
Section A.      Definitions
1       For the purpose of the Commitments, the following terms shall have the
        following meaning:
        Affiliated Undertakings: undertakings controlled by the Parties and/or by the
        ultimate parents of the Parties, whereby the notion of control shall be interpreted
        pursuant to Article 3 of the Merger Regulation and in light of the Commission
        Consolidated Jurisdictional Notice under Council Regulation (EC) No 139/2004
        on the control of concentrations between undertakings (the “Consolidated
        Jurisdictional Notice”).
        Accuride: Accuride Corporation, incorporated under the laws of the State of
        Delaware, with principal office at 7140 Office Circle, Evansville, IN 47715,
        USA, US Tax identification number 611109077.
        Assets: the assets that contribute to the current operation or are necessary to
        ensure the viability and competitiveness of the Divestment Business as indicated
        in Section B, paragraph 5 (a), (b) and (c) and described more in detail in the
        Schedule.
        Closing: the transfer of the legal title to the Divestment Business to the
        Purchaser.
        Closing Period: the period of […] from the approval of the Purchaser and the
        terms of sale by the Commission.
        Confidential Information: any business secrets, know-how, commercial
        information, or any other information of a proprietary nature that is not in the
        public domain.
        Conflict of Interest: any conflict of interest that impairs the Trustee's objectivity
        and independence in discharging its duties under the Commitments.
 ---pagebreak---        Divestment Business: Accuride’s 80.1% equity interest in the business or
       businesses as defined in Section B and in the Schedule which the Notifying Party
       commits to divest.
       Divestiture Trustee: one or more natural or legal person(s) who is/are approved
       by the Commission and appointed by Accuride and who has/have received from
       Accuride 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 Accuride 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 2, including the
       Hold Separate Manager.
       Monitoring Trustee: one or more natural or legal person(s) who is/are approved
       by the Commission and appointed by Accuride, and who has/have the duty to
       monitor Accuride’s compliance with the conditions and obligations attached to
       the Decision.
       Parties: the Notifying Party and the undertaking that is the target of the
       concentration.
       Personnel: all staff currently employed by the Divestment Business, including
       staff seconded to the Divestment Business, shared personnel as well as the
       additional personnel listed in Annex 1.
       Purchaser: the entity approved by the Commission as acquirer of the Divestment
       Business in accordance with the criteria set out in Section D.
       Purchaser Criteria: the criteria laid down in paragraph 14 of these
       Commitments that the Purchaser must fulfil in order to be approved by the
       Commission.
       Schedule: the schedule to these Commitments describing more in detail the
       Divestment Business.
       Trustee(s): the Monitoring Trustee and/or the Divestiture Trustee as the case may
       be.
       Trustee Divestiture Period: the period of […] from the end of the First
       Divestiture Period.
Section B.     The commitment to divest and the Divestment Business
Commitment to divest
2      In order to maintain effective competition, accuride 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 of these
       commitments. To carry out the divestiture, accuride commits to find a purchaser
                                           27
 ---pagebreak---        and to enter into a final binding sale and purchase agreement for the sale of the
       divestment business within the first divestiture period. […] if accuride has not
       entered into such an agreement at the end of the first divestiture period, accuride
       shall grant the divestiture trustee an exclusive mandate to sell the divestment
       business in accordance with the procedure described in paragraph 0 in the trustee
       divestiture period.
3      Accuride shall be deemed to have complied with this commitment if:
4      In order to maintain the structural effect of the Commitments, the Notifying Party
       shall, for a period of 10 years after Closing, not acquire, whether directly or
       indirectly, the possibility of exercising influence (as defined in paragraph 43 of
       the Remedies Notice, footnote 3) over the whole or part of the Divestment
       Business, unless, following the submission of a reasoned request from the
       Notifying Party showing good cause and accompanied by a report from the
       Monitoring Trustee (as provided in paragraph 41 of these Commitments), the
       Commission finds 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
5      The Divestment Business consists of the legal entity Gianetti Ruote S.r.l. and its
       business as further defined below. The legal structure in which that entity sits is
       set out in Annex 3 and its legal and functional structure as operated to date is
       described in the Schedule. The Divestment Business, described in more detail in
       the Schedule, includes all assets and staff that contribute to the current operation
       or are necessary to ensure the viability and competitiveness of the Divestment
       Business, in particular:
                                             28
 ---pagebreak--- Section C.     Related commitments
Preservation of viability, marketability and competitiveness
6      From the Effective Date until Closing, the Notifying Party shall preserve or
       procure the preservation of 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 Accuride undertakes:
Hold-separate obligations
7      The Notifying Party commits, from the Effective Date until Closing, to keep the
       Divestment Business separate from the businesses it is retaining and to ensure
       that unless explicitly permitted under these Commitments: (i) management and
       staff of the businesses retained by Accuride have no involvement in the
       Divestment Business; (ii) the Key Personnel and Personnel of the Divestment
       Business have no involvement in any business retained by Accuride and do not
       report to any individual outside the Divestment Business.
8      Until Closing, Accuride shall assist the Monitoring Trustee in ensuring that the
       Divestment Business is managed as a distinct and saleable entity separate from
       the businesses which Accuride is retaining. Immediately after the adoption of the
       Decision, Accuride shall appoint a Hold Separate Manager. The Hold Separate
       Manager, who shall be part of the Key Personnel, 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 Accuride. The Hold Separate
       Manager shall closely cooperate with and report to the Monitoring Trustee and, if
                                             29
 ---pagebreak---        applicable, the Divestiture Trustee. Any replacement of the Hold Separate
       Manager shall be subject to the procedure laid down in paragraph 6(e)6(e) of
       these Commitments. The Commission may, after having heard Accuride, require
       Accuride to replace the Hold Separate Manager.
Ring-fencing
9      Accuride shall implement, or procure to implement, all necessary measures to
       ensure that it does not, after Effective Date, obtain any Confidential Information
       relating to the Divestment Business and that any such Confidential Information
       obtained by Accuride before the Effective Date will be eliminated and not be used
       by Accuride. This includes measures vis-à-vis Accuride’s appointees on the
       supervisory board and/or board of directors of the Divestment Business. In
       particular, the participation of the Divestment Business in any central information
       technology network shall be severed to the extent possible, without
       compromising the viability of the Divestment Business. Accuride may obtain or
       keep information relating to the Divestment Business which is reasonably
       necessary for the divestiture of the Divestment Business or the disclosure of
       which to Accuride is required by law.
Non-solicitation clause
10     The Parties undertake, 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 two years after Closing.
Due diligence
11     In order to enable potential purchasers to carry out a reasonable due diligence of
       the Divestment Business, Accuride shall, subject to customary confidentiality
       assurances and dependent on the stage of the divestiture process:
Reporting
12     Accuride 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). Accuride shall submit a list of all potential purchasers
       having expressed interest in acquiring the Divestment Business to the
       Commission at each and every stage of the divestiture process, as well as a copy
       of all the offers made by potential purchasers within five days of their receipt.
13     Accuride 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 any information memorandum to the Commission and the
       Monitoring Trustee before sending the memorandum out to potential purchasers.
                                             30
 ---pagebreak--- Section D.      The Purchaser
14     In order to be approved by the Commission, the Purchaser must fulfil the
       following criteria:
15     The final binding sale and purchase agreement (as well as ancillary agreements)
       relating to the divestment of the Divestment Business shall be conditional on the
       Commission’s approval. When Accuride has reached an agreement with a
       purchaser, it shall submit a fully documented and reasoned proposal, including a
       copy of the final agreement(s), within one week to the Commission and the
       Monitoring Trustee. Accuride must be able to demonstrate to the Commission
       that the purchaser fulfils the Purchaser Criteria, and that the Divestment Business
       is being sold in a manner consistent with the Commission’s Decision and the
       Commitments. For the approval, the Commission shall verify that the purchaser
       fulfils the Purchaser Criteria and that the Divestment Business is being sold in a
       manner consistent with the Commitments including their objective to bring about
       a lasting structural change in the market. The Commission may approve the sale
       of the Divestment Business without one or more Assets or parts of the Personnel,
       or by substituting one or more Assets or parts of the Personnel with one or more
       different assets or different personnel, if this does not affect the viability and
       competitiveness of the Divestment Business after the sale, taking account of the
       proposed purchaser.
                                            31
 ---pagebreak--- Section E.     Trustee
(I)    Appointment procedure
16     Accuride shall appoint a Monitoring Trustee to carry out the functions specified
       in these Commitments for a Monitoring Trustee. Accuride commits not to close
       the Concentration before the appointment of a Monitoring Trustee.
17     If Accuride has not entered into a binding sale and purchase agreement regarding
       the Divestment Business one month before the end of the First Divestiture Period
       or if the Commission has rejected a purchaser proposed by Accuride at that time
       or thereafter, Accuride shall appoint a Divestiture Trustee. The appointment of
       the Divestiture Trustee shall take effect upon the commencement of the Trustee
       Divestiture Period.
18     The Trustee shall:
19     The Trustee shall be remunerated by the Notifying Party in a way that does not
       impede the independent and effective fulfilment 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, such success
       premium may only be earned if the divestiture takes place within the Trustee
       Divestiture Period.
Proposal by Accuride
20     No later than two weeks after the Effective Date, Accuride shall submit the name
       or names of one or more natural or legal persons whom Accuride 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 or on request by the
       Commission, Accuride shall submit a list of one or more persons whom Accuride
       proposes to appoint as Divestiture Trustee to the Commission for approval. The
       proposal shall contain sufficient information for the Commission to verify that the
       person or persons proposed as Trustee fulfil the requirements set out in paragraph
       18 and shall include:
                                             32
 ---pagebreak--- Approval or rejection by the Commission
21     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 fulfil its obligations. If only one name is
       approved, Accuride shall appoint or cause to be appointed the person or persons
       concerned as Trustee, in accordance with the mandate approved by the
       Commission. If more than one name is approved, Accuride 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 Accuride
22     If all the proposed Trustees are rejected, Accuride shall submit the names of at
       least two more natural or legal persons within one week of being informed of the
       rejection, in accordance with paragraphs 16 and 21 of these Commitments.
Trustee nominated by the Commission
23     If all further proposed Trustees are rejected by the Commission, the Commission
       shall nominate a Trustee, whom Accuride shall appoint, or cause to be appointed,
       in accordance with a trustee mandate approved by the Commission.
(II)   Functions of the Trustee
24     The Trustee shall assume its specified duties and obligations in order to ensure
       compliance with the Commitments. The Commission may, on its own initiative
       or at the request of the Trustee or Accuride, 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
25     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, in close co-operation with the Hold Separate Manager, the on-
                going management of the Divestment Business with a view to ensuring its
                continued economic viability, marketability and competitiveness and
                monitor compliance by Accuride 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
                                             33
 ---pagebreak---               the Parties, in accordance with paragraphs 6 and 7 of the
              Commitments;
      (b)     supervise the management of the Divestment Business as a distinct
              and saleable entity, in accordance with paragraph 8 of these
              Commitments;
      (c)     with respect to Confidential Information:
                     determine all necessary measures to ensure that Accuride
                      does not after the Effective Date obtain any Confidential
                      Information 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,
                     make sure that any Confidential Information relating to the
                      Divestment Business obtained by Accuride before the
                      Effective Date is eliminated and will not be used by
                      Accuride; and
                     decide whether such information may be disclosed to or
                      kept by Accuride as the disclosure is reasonably necessary
                      to allow Accuride 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 Accuride or Affiliated
              Undertakings;
(iii) propose to Accuride such measures as the Monitoring Trustee considers
      necessary to ensure Accuride’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;
(iv)  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 and correct 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;
(v)   act as a contact point for any requests by third parties, in particular
      potential purchasers, in relation to the Commitments;
                                     34
 ---pagebreak---        (vi)    provide to the Commission, sending Accuride a non-confidential copy at
               the same time, a written report within 15 days after the end of every
               month that shall cover the operation and management of the Divestment
               Business as well as the splitting of assets and the allocation of Personnel
               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;
       (vii)   promptly report in writing to the Commission, sending Accuride a non-
               confidential copy at the same time, if it concludes on reasonable grounds
               that Accuride is failing to comply with these Commitments;
       (viii) within one week after receipt of the documented proposal referred to in
               paragraph 15 of these Commitments, submit to the Commission, sending
               Accuride a non-confidential copy at the same time, 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;
       (ix)    assume the other functions assigned to the Monitoring Trustee under the
               conditions and obligations attached to the Decision.
26     If the Monitoring and Divestiture Trustee are not the same legal or natural person,
       the Monitoring Trustee and the Divestiture Trustee shall cooperate closely with
       each other during and for the purpose of the preparation of the Trustee Divestiture
       Period in order to facilitate each other's tasks.
Duties and obligations of the Divestiture Trustee
27     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 (and ancillary agreements) as in line with the Commission's
       Decision and the Commitments in accordance with paragraphs 14 and 15 of these
       Commitments. The Divestiture Trustee shall include in the sale and purchase
       agreement (as well as in any ancillary agreements) 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 Accuride, subject to Accuride’s unconditional obligation to
       divest at no minimum price in the Trustee Divestiture Period.
                                             35
 ---pagebreak--- 28    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
      Accuride.
(III) Duties and obligations of the Parties
29    Accuride shall provide and shall cause its advisors to provide the Trustee with all
      such co-operation, assistance and information as the Trustee may reasonably
      require to perform its tasks. The Trustee shall have full and complete access to
      any of Accuride’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 Accuride and the
      Divestment Business shall provide the Trustee upon request with copies of any
      document. Accuride 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.
30    Accuride 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. Accuride 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. Accuride shall inform the Monitoring Trustee on
      possible purchasers, submit lists of potential purchasers at each stage of the
      selection process, including the offers made by potential purchasers at those
      stages, and keep the Monitoring Trustee informed of all developments in the
      divestiture process.
31    Accuride shall grant or procure Affiliated Undertakings to grant comprehensive
      powers of attorney, duly executed, to the Divestiture Trustee to effect the sale
      (including ancillary agreements), 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, Accuride shall cause the
      documents required for effecting the sale and the Closing to be duly executed.
32    Accuride 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 Accuride 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.
33    At the expense of Accuride, the Trustee may appoint advisors (in particular for
      corporate finance or legal advice), subject to Accuride’s approval (this approval
                                            36
 ---pagebreak---        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 Accuride refuse to
       approve the advisors proposed by the Trustee the Commission may approve the
       appointment of such advisors instead, after having heard Accuride. Only the
       Trustee shall be entitled to issue instructions to the advisors. Paragraph 32 of
       these Commitments shall apply mutatis mutandis. In the Trustee Divestiture
       Period, the Divestiture Trustee may use advisors who served Accuride during the
       Divestiture Period if the Divestiture Trustee considers this in the best interest of
       an expedient sale.
34     Accuride agrees that the Commission may share Confidential Information
       proprietary to Accuride with the Trustee. The Trustee shall not disclose such
       information and the principles contained in Article 17(1) and (2) of the Merger
       Regulation apply mutatis mutandis.
35     Accuride agrees that the contact details of the Monitoring Trustee are published
       on the website of the Commission's Directorate-General for Competition and they
       shall inform interested third parties, in particular any potential purchasers, of the
       identity and the tasks of the Monitoring Trustee.
36     For a period of 10 years from the Effective Date the Commission may request all
       information from the Parties that is reasonably necessary to monitor the effective
       implementation of these Commitments.
(IV)   Replacement, discharge and reappointment of the Trustee
37     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:
38     If the Trustee is removed according to paragraph 37 of these Commitments, 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 16-23 of these Commitments.
39     Unless removed according to paragraph 37 of these Commitments, 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
40     The Commission may extend the time periods foreseen in the Commitments in
       response to a request from Accuride or, in appropriate cases, on its own initiative.
                                             37
 ---pagebreak---        Where Accuride requests an extension of a time period, it shall submit a reasoned
       request to the Commission no later than one month before the expiry of that
       period, showing good cause. This request shall be accompanied by a report from
       the Monitoring Trustee, who shall, at the same time send a non-confidential copy
       of the report to Accuride. Only in exceptional circumstances shall Accuride be
       entitled to request an extension within the last month of any period.
41     The Commission may further, in response to a reasoned request from Accuride
       showing good cause waive, modify or substitute, in exceptional circumstances,
       one or more of the undertakings in these Commitments. This request shall be
       accompanied by a report from the Monitoring Trustee, who shall, at the same
       time send a non-confidential copy of the report to Accuride. The request shall not
       have the effect of suspending the application of the undertaking and, in particular,
       of suspending the expiry of any time period in which the undertaking has to be
       complied with.
Section G.     Entry into force
42     The Commitments shall take effect upon the date of adoption of the Decision.
               ……………………………………
               duly authorised for and on behalf of
               Accuride Corporation
                                            38
 ---pagebreak---                                   SCHEDULE
1. The Divestment Business as operated to date is comprised of a single legal entity,
   Gianetti Ruote S.r.l. The legal structure in which that entity sits is set out in
   Annex 3. Functionally, the Divestment Business is structured in accordance with
   the organisation of the personnel as set out in Annex 1.
2. In accordance with paragraph 5 of these Commitments, the Divestment Business
   includes:
   (a)    the following main tangible assets:
             the Gianetti manufacturing facility at Via Stabilimenti, 31, 20816
              Ceriano Laghetto MB, Italy (the “Gianetti Facility”) and the real estate
              on which the Gianetti Facility is located, which includes the associated
              storage/warehousing and administrative offices; and
             all products, parts, supplies, materials and other inventories to the
              extent used or held for the Divestment Business.
   (b)    the following main intangible assets:
          All IP rights used by the Divestment Business as listed in Annex 4 and
          know-how relating to the manufacture of the Divestment Business’s
          products and the manufacturing processes used (including in respect of
          pipeline products). The relevant know-how is embodied in design history
          files, technical files, drawings, product specifications, manufacturing
          process descriptions, and quality control standards.
   (c)    the following main contracts, agreements, leases, commitments and
          understandings:
             Accuride commits to procure the continuation of all the following
              agreements […]:
                 […];
             Accuride commits to also use its best efforts to, at the Purchaser’s
              request:
                 […];
                 […]
   (d)    the following customer, credit and other records:
          Gianetti’s existing customer, credit and other records relating to the
          Divestment Business and its products.
   (e)    the following Personnel:
            All personnel currently working in the Divestment Business, as listed in
            Annex 1. As at 22 January 2018, these include [100-200] employees,
                                        39
 ---pagebreak---      all based at the Gianetti Facility, […]
(f) the following Key Personnel:
    All key personnel currently working in the Divestment Business, as listed
    in Annex 2.
                                  40
 ---pagebreak---      Annexes
[CONFIDENTIAL]
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